A New Beginning
by Hokuto Ulrik
Summary: Kerra "Tails" Prower has lived for a very long time. However when the last mortal being in existence dies, she decides to go out in a flash of nuclear fire in the void between galaxies. However, things will not go as she planned due to outside interference. In Equestria, Discord decides to enlist some outside help for his take over attempt. Unfortunately for him, the one he summone
1. Chapter 1

Warrior, Spartan, Demon, Savior, Lover, Wife, Mother, Sister, Hero, Goddess.

Kerra "Tails" Prower had been called these things and many, many more over the centuries.

But there was one that no matter what, no matter who it was, that she preferred.

Friend.

She knew that she was unbelievably powerful. The fact that her link with Chaos had allowed her to live for over ten thousand years (she had lost count on the specific number millennia ago) was one that weighed heavily on her.

Another was that the very race that she had helped to protect over the millennia was now effectively extinct.

In the small one room hut that she was walking up to now on what was once the crown jewel of the human civilization, Earth, was the last living mortal in the entirety of the universe. And she was dying.

Kerra's heart ached for the young girl, not even a teenager, who lay inside as her body wasted away from a severe case of radiation poisoning that was the result of a centuries old nuclear device detonating nearby. Had she been on Earth even a few days prior, she might have been able to help the young girl.

Now, the most she could do is make the child as comfortable as she could in her last days.

Leaning her back up against the wall of the hut, the vulpine anthro sighed.

 _"I guess I spent too much time searching the universe. In less than two centuries the Tauri have gone from one of the most powerful galactic civilizations, far out stripping the Alterans in both size and accomplishments, to this one fragile life that is about to end due to the foolishness of her ancestors."_ She thought as she moved inside.

"I'm so happy that you came back Goddess." The young girl said in a shaky voice.

"I am too child. I just wish I had come earlier." Kerra replied as she sat next to the futon the girl rested on.

"It's okay Goddess. Even if this hadn't of happened, I would have been lucky to survive a few more years as it was. This way I can see Mommy and Daddy and my sisters again." The girl replied, before being racked by a coughing fit.

Kerra smiled sadly as she changed the damp cloth on the girl's forehead for a cool one.

 _"A child should never have to live with the knowledge that she won't survive like this one. Walkers, grant this child a peaceful passing, and a joyous afterlife."_ Kerra thought as she watched the life dim slowly in the young child's eyes.

"Will you remember me Goddess?" The girl asked quietly.

"I will child. Now you need to rest." Kerra replied as she smoothed out the blankets covering the tiny body before her.

The child nodded and closed her eyes. Kerra's sensitive hearing told her the moment of the girl's passing.

She felt something break in her at that moment.

All of the frustration, sadness, and heartache of the last ten thousand years came pouring out as tears streamed down her face and anguished wails echoed in the small space.

After what seemed like hours, her supply of tears exhausted, Kerra carefully picked up the now cool body in front of her.

Stepping outside she walked slowly towards a small rise where she had already prepared the grave for the young girl.

Setting her body down gently on the dried grass, Kerra pulled the supplies that she had prepared a couple of days earlier out of her subspace pocket.

After wrapping the body in a shroud and placing it in the small tomb of marble, she placed the cover stone that contained a stasis field generator that would run off a small but powerful fusion generator that would last for centuries. As a headstone, she placed a plinth that contained a holographic projector and its own reactor.

Cleaning herself off and straightening her clothing, she activated the plinth's recording feature.

"One this site, lays Tayla Kinson. She was the last human being to live in the universe. She left the mortal coil far, far too quickly. To any civilizations that rise from the ashes in this universe, let the loss of this innocent soul to the weapons of war be a lesson:

Even those who can reach the stars can fall back to the ground that bore them."

Ending the recording, Kerra set it on a loop that would not only play at the site itself, but also broadcast on every possible frequency out into space at high power.

With a sigh, the vixen tapped into her store of Chaos energy and disappeared from the hilltop in a flash of green.

Appearing in a room filled with computers from a bygone era and a massive ring, she moved to one of the computers and entered several commands quickly before moving to the device that sat in the center of the room.

The red warning lights located around the room began to flash as the inner part of the ring began to move and the lights that lined it lit up in sequence.

As the final light began to glow, a massive splash of energy and an odd mechanical sound issued from the ring before the energy settled into an ever shifting puddle.

Taking one last look around the room, Kerra spoke to herself as she was prone to doing.

"So many adventures started here in this room. I guess that it is fitting that I'm leaving for my last one from here."

With a small smile she turned to the device that rested in the center of the room, the last Gate Buster weapon in existence.

Keying in the activation sequence, she armed the device and started the countdown before heading towards the event horizon at the top of the steel ramp.

Running her fingers across the surface, she turned around to face what was once the control room of Stargate Command. Snapping to attention, she gave a crisp salute one last time before stepping through the gate and leaving the planet Earth for the final time.

Seconds after she stepped through the gate, it shut down. Unobserved by anyone the timer on a weapon powerful enough to destroy a device that had survived for over twenty thousand years continue it countdown, until it reached zero.

Then, in a flash of tritium enhance nuclear hell-fire, the Stargate and the mountain base that it rested in, were destroyed.

 _The Void_

Kerra stepped through the gate into a station that she had constructed untold years ago. Moving towards the windows that opened into the infinite blackness that was intergalactic space, she looked out over the spiral galaxy known as the Milky Way.

 _'Its gotten darker since the last time I was here.'_ She thought as she looked out at the indeed dimmer galaxy.

Steeling herself, she stepped away from the glass and moved towards the lift that would take her into the bowels of the station.

As she descended, she observed the many ships that she had built, salvaged and captured arrayed around the station. Some she had a sentimental connection to like the _Blue Typhoon_ and _Serenity._ Others were merely spoils of war that she wanted hidden away, some that were rare or one off designs, or in the case of one, a gift from the Asgard High council that was left for her to find before the fall of the race.

Entering the storage level of the station she moved quickly towards a platform in the center of the room.

"Lavender, is everything prepared?" She called out.

"Yes, ma'am. Everything is ready. Just give the word." A highly distorted voice replied from the speakers.

Lavender was the last AI that Kerra had made nearly a century ago. Despite the advances that she had made over the last millennia, Rampancy was an unavoidable issue with AIs.

"Very well, if I am going to do this, I am going to be wearing my armor. Do me this one last favor?" She asked as she stood on the edge of the platform.

"Of course. Engaging MJOLNIR assembly routine." The aging AI replied.

The platform opened up to reveal a pair of heavy boots that the vixen stepped into. Slowly mechanical arms rose up from the floor and descended from the ceiling holding pieces of the legendary MJOLNIR power armour. Due to the slow speed at which the AI was able to process and send instructions, the assembly was done with an almost reverent care.

Once the last piece of armour was secured, a pair of arms held out the helmet to the Spartan which she took with equal reverence before speaking.

"Lavender, initiate WHITE GLOVE Protocol. Rest easy with your sisters my friend."

"Yes ma'am. I shall hope to see you once again on the other side." Lavender replied before white noise filled the station.

Bowing her head, Kerra moved towards a console and shut of the speakers before moving deeper into the storage bay.

Her heavy footfalls echoed strangely in the silence, she donned her helmet and with a series of blinks and eye twitches, music began to flow through her helmet's speakers.

Reaching her destination, she strode towards a console that lay near a sturdy altar. Keying in an activation sequence and turning a key caused a countdown to appear on every monitor in the room and a protective shield to retract from a small red button.

Kerra contemplated the button for a moment as the song began to reach its crescendo before pressing it and starting the countdown.

Climbing onto the altar, she lay back and locked all of her armour's articulation.

Once the song faded into silence, the countdown struck zero and a prompt appeared on her helmet's heads up display:

 _Voice activation required_

This was her last chance to back out, but licking her dry lips she spoke:

"This conflagration is my legacy to you."

Then she knew nothing more as the most powerful weapon she had ever designed, the planet killing Nova, detonated, turning the station into a funeral pyre.

 _Across the Multiverse,_

The world known as Terra was home to many different races that for the most part, lived in peace. This was mostly due to the fact that one nation was ruled over by two demigoddesses who controlled the very celestial bodies that allowed life to flourish there. However this nation, known as Equestria, played host to a demigod that used reality as his personal plaything, twisting the very essence of an individual just for his own amusement until he was stopped nearly two millennia ago by the Royal Pony Sisters who wielded the fabled artifacts known as the Elements of Harmony.

However after the schism between the Sisters, and the Elements falling inert for a thousand years, caused the seal holding back the Chaos God known as Discord to weaken, until it finally failed after a certain three fillies began to argue amongst themselves at the base of the mad god's prison.

In a shower of shattering stone, the Draconequus stretched out his mismatched arms before taking a look around.

"My, my. This will not do at all. All neat and orderly, where is the Chaos? Where is the Disorder?" He questioned as he observed the gardens around him. "Hmmm. It seems that I will have my work cut out for me dealing with Tia and Lulu. Maybe a little help will speed things along." He said to himself as a twisted smile stretched across his face.

Opening himself up to the fabric of the multiverse, he cast out his senses looking for just the right candidate.

"Ah, there we are. This one shall do fine." He said finally as he pulled the being that he had selected towards his universe. "It will take them sometime to get here though. Might as well get started." He said with a shrug.

Several hours later, a wave of harmonious energy spread across the world, restoring everything that had been twisted during Discord's rampage.

In the Manehatten's Central Park, a young pegasus mare with a cutie mark of an emerald and sprocket was found several hours later as the residents of the city checked for any injured persons.


	2. Chapter 2

Doctor Swift Wind entered room 308 as she made her rounds for the day. Her hooves sank slightly as she moved from the tiled hallway to into a room that was made from cloudstuff to accommodate injured pegasi that could not stay in a normal hospital bed. As she moved towards the lone bed in the room, she considered her admittedly odd patient.

The day that the mad draconequus known as Discord escaped from his stone prison, keep in the middle of the Canterlot Statue Garden of all places, was a day of great difficulty. Many of the city of Manehatten's residents had be caught up in the madness that had swept the land and had either been injured during the unholy mess that ensued or were traumatized from the experience.

However, when the ponies that were on the search and rescue detail were sweeping through Central Park, they came across a young pegasus mare who was unconscious and without a stitch of clothes on her. The initial responders thought that she was an earther due to her sheer bulk, but that notion was quickly dismissed upon noticing that she had a rather impressive set off wings on her back.

That was nearly two months ago.

Swift Wind went quickly through the paces, checking the chart for notes from the night shift doctor and beginning to check the young mare's vitals.

As she turned to get the blood pressure cuff from the basket attached to the wall, the heart rate monitor began to show increased activity for the first time. Moving quickly to her patient's side, Swift saw her beginning to stir.

* * *

Stiffness was all that she could feel.

 _'Why am I so stiff?'_ She thought as she began to try and move her arms and neck about. The bedding under her was exceptionally comfortable and seemed to conform around her as she shifted.

Suddenly her eyes snapped open revealing pupils that were shrunk to pin pricks in a sea of sapphire and emerald.

 _'Where am I? What happened to me?'_ She thought as panic coursed through her veins. _'Why can't I remember anything? Wait, what is my name? How in the name of all that is good have I forgotten something as simple as my own name?!'_ She screamed to herself as she pushed herself up against the wall and pulled her legs towards her chest. She wrapped her arms around her knees as she tried to make herself as small as possible, but seeing her wings wrap around her out of reflex and instinct distracted her long enough for the other mare in the room to get her attention.

"Miss, can you focus on me? I am here to help, but I need you to try and calm down as much as you can." Swift Wind said as she gently rested her hand on the mare's shoulder.

The young mare looked at the other pegasus as if just noticing her for the first time, before taking a few slow, deep breaths to try and get her heart rate down.

Swift noticed that the mare was calming down and smiled. "Much better." She said as she gently rubbed the young mare's shoulder. "Now do you think you can tell me what your name is?"

The mare tried to speak, but she was only able to make a few raspy croaks due to her throat being dry, so she settled for shaking her head.

Pouring the mare a glass out water and dropping a bendy straw in, Swift held it out to her. "Sip it slowly and hold it in your mouth for a moment or two before trying to swallow, it helps a bit."

The bedridden pegasus took the cup and gave a small smile in return, before sipping the cool liquid, dispelling the feeling of cotton balls in her mouth.

Feeling up to giving speaking another try she rasped out a reply. "I'm sorry but I can't seem to remember anything before waking up, including my name." She said as she took another sip.

Swift smiled sadly. "We were afraid that you wouldn't. But we held out some hope that you would know who you were. You were brought here to Manehattan General Hospital when you were found in Central Park." She explained.

"How long have I been here?" The golden furred pegasus asked.

"Nearly two months. You're probably one of the last ponies in the country that is being treated after Discord's rampage." Swift replied.

The name Discord seemed familiar to the mare but she could not place it. Filing it away for later consideration, she asked Swift "So what did you call me when I was out?"

Swift smiled. "Some of the nurses started calling you Emerald Gear because of your cutie mark. Which I am guessing you don't remember anything about?" She said trailing off slightly.

Emerald thought for a moment before shaking her head. "Nope, drawing a blank. What is a cutie mark?" She inquired.

Swift paused for a moment. This was an adult mare, not a preschool filly, so the usual approach was not going to work. "Well the best way to put it is that a cutie mark is a physical indication of what a pony's most unique talent or ability is. Most of the time this is something like baking, or some kind of sport. Some ponies seem to think that once you get a cutie mark that it is the end all be all of your existence. That you can only do that kind of activity for you job. But some of us, myself for instance, see a cutie mark as something that you are exceptionally good at, but that doesn't mean that you should lock yourself into something that maybe you only enjoy as a hobby. Take me for example. I got my cutie mark during a race at flight school, but I didn't want to spend my life on the racing circuit or working in the weather factory. I've always had a desire to help ponies. I just had to work a little harder than most of my colleagues to get where I am today. As for what your cutie mark seems to symbolize, I can only guess that maybe you have a knack for working with machines that run off of gems that gather the latent magic out of the air. But then I could be completely off base." Swift finished with a shrug.

The younger pegasus considered this. "Well, if it was something that dealt with machines like that how hard would it be to track down someone who knows who I am?" She inquired.

"Harder than you would think. We sent notices to the media stating that we had an unknown pegasus that was comatose to the local papers the day after you got here. After that didn't turn up anything we sent it out nation and worldwide. We've had a few ponies stop by, but no one was able to identify you." Swift said as she pulled the chair up next to the bed.

"So, I'm all alone?" The rusty maned mare asked quietly.

"Not as alone as you might think. The staff of the hospital at least will be there for you. So, are you ready to eat?" Swift asked.

The mare, Emerald, was about to reply when her stomach let out a massive growl. Blushing, she nodded.

Chuckling, Swift stood up. "Give me a couple of minutes so i can have someone go get you something to eat. We might just be able to get you breakfast." She said as she moved to the door.

Once the doctor had stepped out of the room, Emerald looked around.

 _'Is this a cloud?'_ She thought as she poked the bed that she was sitting in. _'Weird.'_

 _'But that heart rate monitor has an actual screen in it. So that must mean that there is something that allows it to be contained in the structure of the cloud. But what is it?'_ Emerald thought as she reached out to bring the machine closer to her.

 _The hall outside Emerald's room_

Swift Wind hummed lightly as she brought her now conscious patient a light breakfast of oatmeal and melon chunks. As she approached the door, the alarm for her patient's EKG machine went off as the twin at the nurses' station read that the patient had flat-lined.

Rushing into the mare's room, Swift was stopped short by the sight of her patient sitting crossed-legged on her bed with the EKG machine in pieces as she examined the inner workings.

"AH-HAH! So that's how it stays in the clouds even though it is a solid object. A rune-based crystalline matrix etched into the outside of the casing. Appears to allow for the solid material to stay in the cloudstuff while at the same time providing power to the workings of the machine. Now if only I can get this whining to stop." Emerald monolouged to herself, oblivious to her audience. Push a button experimentally, the alarm turned off. "Whew, my ears were starting to hurt."

"Ahem."

Emerald's eyes snapped up, wide as saucers. "Ummm, hi…" She said with a sheepish smile.

Swift's eye twitched. "Definitely something technical related, your cutie mark." She said with a sigh.


	3. Chapter 3

Emerald looked at the course laid out in front of her while her physical therapist and trainer was arguing with his friend slash commanding officer.

"What are you thinking? This is something that we barely do in our routines because of how dangerous it is. Emerald might be a good flyer, but even I wouldn't do this."

"If she is as good as you say she is, then she'll be fine Soarin. If she doesn't want to do it then she doesn't have too." The female replied.

Emerald sighed as she looked at the course one last time before turning to walk away from the edge.

"See, she's backing…" The female started to say before Emerald turn back around and took off at a run, her hooves pounding on the ground and her arms pumping hard.

She reached the edge of the platform and jumped, diving downward before extending her wings away from her back. Grunting slightly, she held her wings in position as the wind threatened to force them completely open.

Swinging wide of the course she surveyed it from several different angles. The course was made up of several dozen cloud columns and rings that were all a threatening gray colour and occasionally flickered with lightning within, the occasional stray bolt of lightning arcing between the columns.

Reaching the beginning of the course, Emerald swept her wings back and drove for the first set of columns. Salamoning between the pillars, she could smell the ionized air and feel the electricity in the air. Suddenly she dove out of instinct, just missing the bolt of electricity that passed through the space that she had just vacated.

Reaching the ring portion of the course, she passed through the rings, dead center, rolling slightly as she followed the path of the rings. Exiting that portion of the course she came up to one that would be the most difficult.

Rotating lighting bars that would stop and start randomly.

Gritting her teeth and narrowing her eyes, Emerald charged forward into the maze.

Her instincts began screaming at her as she entered the maze. Twisting and turning, diving and climbing, she arched through the maze. Using her primaries, she was able to make the minute adjustments to her course that kept her from getting fried.

As she approached the end of the course however, a stray bit of current arched out and hit her right leg. Clenching her teeth to prevent herself from screaming, Emerald opened her wings further to compensate for her now numb leg that was moving wildly in her slip stream.

Exiting the course, she arced up and over the platform where her trainer Soarin and his friend waited with dumbstruck expressions. Angling for the female, Emerald came crashing down, using the other mare as a crash pad.

"Oww! What the hay were you thinking?" The mare complained from under Emerald's larger frame.

"That I wasn't going to be able to land with this leg." Emerald replied as she began to rub her now tingling leg, scorch mark easily seen.

"What happened Emerald?" Soarin asked as he checked over the pegasus.

"Got singed a bit on the last obstacle. Only got my leg though. Starting to get some feeling back in it. Don't worry, I've had some bad crashes re-learning how to fly. Though I do have to ask, who is the cloud brained idiot that thought up this course?" She asked.

"Some Wonderbolt commander a few decades ago. Funny thing is she was killed on her first attempt running the course." Soarin replied as he glared at his friend.

"She made it through and she said she is fine. No big deal." The flame maned mare said unapologetically.

Emerald stood up, her leg shaking slightly before it took her weight. The other mare was forced to look up at the over two meter tall pegasus.

"You wanted me to get hurt out there. Maybe knock me down a few pegs? Probably because Soarin has be raving about my flying? Well listen up, because I am only going to say this once." Emerald said as she crossed her arms over her chest and leaned over to get almost nose to nose with the mare. "I have zero desire to join your team Spitfire, especially if this is how you lead them. Just this little demonstration is enough to show me that you are going to get somepony killed eventually. I have no desire to be a part of that. Besides…" She said as she straightened up and walked over to where her bag was sitting. "I have a job that I enjoy, a decent apartment that I can keep stocked with food, and a few good friends to spend time with. What more does a mare need than that?" She asked before jumping off the platform again, wings open wide as she took off towards Manehatten.

Pumping her wings hard a few times to gain altitude, Emerald sighed as she locked her wings into a glide position. She enjoyed Soarin's company and his stories about his career in the bolts, but she really hated his CO. The demonstration today just proved the point that she had raised to Soarin that Captain Spitfire had a reckless disregard for life. Soarin always provided some weak defense to his superior's actions, but lately they seemed to be even less earnest.

Soon the mare was descending into Manehatten. The local flight control didn't like for pegasi other than the weather teams flying within city limits. Touching down she began jogging towards her destination: Rusty Sprocket's Garage.

Rusty was a childhood friend of Swiftwind and gave her a chance at his garage as he was needing help at the time.

Emerald smiled as she recalled the day that she had been brought to the little shop.

 _One month prior_

"So where are we headed Swift?" Emerald asked the smaller pegasus.

"To a friend of mine's garage. He mentioned a couple of days ago that one his mechanics had quit suddenly due to a family emergency. Now apparently they are drowning in work and getting close to some deadlines. I figured that we could see if your special talent would be of any use here." Swiftwind replied.

Emerald nodded. "Fair enough. I do need to find work and hopefully it can be something better than flipping hayburgers."

"Be nice Em, you know that the folks that flip those burgers have their own issues."

"I know. I just don't want to be one of them. That is one path that does not appeal to me." Came the reply from the larger mare.

The pair chuckled slightly as they approached a decently sized brick structure. From within came the sounds of pneumatic tools and grinders. The smell of grease, oil, and hot metal was strong in the air.

"Wait here while I get Rusty, okay?" Swiftwind said to her companion.

"Okay." Came a slightly distracted reply as the doctor walked off.

Emerald's eyes were wide as she looked around the yard at the many vehicles that were in various states of repair. There was one that had caught her eye though, a powerful looking car sitting off to the side of the apron in front of the doors with its hood up. Moving towards it, she felt _something_ telling her what was wrong with the vehicle.

Leaning into the engine compartment her eyes roved over the engine, alighting on several defects. Loose electrical connection here, leaking seal there, part of a head gasket missing between the cylinders.

"I thought I asked you to stay back by the building." Swiftwind said with exasperation.

Emerald snapped out of the hyper focused state she was in.

"Sorry Swift." She said with a blush as she rubbed the back of her head nervously. "Something just drew me over to this car. I was able to spot several issues with it right off."

"I'm impressed. Not many ponies can tell a problem just by looking at it." A red-orange furred Earther stallion said from next to Swiftwind. "Tell me what you found." He continued as he crossed his arms.

Emerald blinked at the stallion's request. "Okay. Over here there is a loose connection between the mana converter and the ignition system, could be causing a short that is killing the motor when you go over a bump. Then there is this seal here."She said pointing to an out of the way connection that was normally buried under the air handler. "It is most likely a coolant leak, judging from the deposits around the fitting. Then you have a chunk of the head gasket missing on the left hand side of the motor. Looks like it is in between cylinders. Probably having some performance issues because of it." She finished as she pointed out the issues.

The stallion chuckled. "Not bad, not bad at all. Name's Rusty Sprocket. Swift here tells me you need a job." He said as he extended a hand to shake.

Taking the offered hand, she said: "Emerald Gear. And she would be correct. I got released from the hospital the other day and she has been kind enough to let me crash at her place. I think she might be getting annoyed at the food bill since taking me in." The mare finished in a mock whisper.

"More of annoyed of how you never seem to put any weight on from it. I mean seriously, where does it all go?" The red maned doctor groused.

"I told you, I have a high metabolism. Can't be this big and not have an appetite." The golden furred pegasus replied as she waved her hand over her body.

Rusty laughed at the pair's antics.

"Well, I can tell you that you were able to find the issues that we know about so far. Car just came in today. What say that you come in tomorrow morning first thing and work on fixing it? I should have the parts this evening so you should be able to get it running again if you have the skill for it." He said once his laughter subsided.

 _Today_

Since then, Emerald had been working for Rusty and his garage. Each day she had proved her worth to the other two mechanics who worked there, a unicorn mare and another Earther stallion.

Approaching the garage, Emerald noticed that there was a white limousine with a number of Royal Guards in their armour standing around it in front of the shop.

Nodding to the unicorns, she headed into the shop.

"Hey bossman, what's with the limo out front with the statues?" She called out as she entered the office.

A laugh greeted her ears.

"Well my little pony, they seem to insist that they accompany me everywhere I go."

Emerald raised an eyebrow at the speaker.

"Pardon my bluntness, but what are you doing in our little shop Your Highness?" She asked.

Princess Celestia smiled as Rusty sputtered at Emerald's nerve.

"I had heard that there was an interesting flying machine that had been left here after the previous owners ran afoul of some unhappy customers. I was hoping to see it." The alabaster alicorn replied.

Emerald nodded. "Yeah, those two. The principles are sound but the way they tried to power it was amateurish and impossible to maintain."

"How so?"

"The idiots used their own magic to power it. Seems they suffer from the same issue that a lot of unicorns suffer from, otherwise known as being a pompous ass. If they had used the same system as the ground vehicles then it would have been a better product." Emerald explained.

"I see you are knowledgeable about such matters. Do you have any ideas to make the craft better?" Celestia asked.

Emerald motioned for Celestia to follow her.

"I've spent a few hours on it and I have made some design changes on paper that should work, but we've got other more pressing projects that I've had to focus on." The pegasus said as she rolled out a set of drawings she had worked on during her breaks and lunches. "I had to design another engine because of how underpowered the current one is. I considered boring out the cylinders, but they are barely thick enough to work right now. What those two shysters used to make this thing, I have no idea." She finished, gesturing to the wood and canvas biplane just visible through the window.

"I notice that your design has just one wing rather than the two on the one outside. Why is that?" Celestia asked as she looked over the drawings.

"Well Your Highness, that has to do with the fact I needed something stronger than the wood frame to handle the weight and the torque of the engine. The design that I have here is an all metal frame and skin. The superstructure is titanium and the skin is aluminum." Emerald explained as she pointed out weight estimates and projected power output for the design.

Celestia hummed thoughtfully as she continued to examine the designs. "What would it take for you to make this craft?" She asked finally.

Emerald raised an eyebrow. "Truthfully, I would need someplace at least triple this size just to form and machine the parts, let alone put it together. Add in a runway at least a mile and a half long and plenty of space to fly." She replied after a moment's thought as she lean back against her workbench.

Once again looking thoughtful, Celestia nodded. "I see. I thank you for this bit of insight, it has provided me some food for thought."

"Not a problem, Your Highness." Emerald replied with a respectful nod.

"Ms Gear, pardon my asking, but why is it that you aren't tripping all over yourself as my other subjects do?" The alicorn asked.

"Well Your Highness, my memories stop as of eight months ago when I woke up in the hospital after being in a coma for two months. I know who you and your sister are, but I don't have the memories of the deification that you two seem to have. Plus I figure that you have been around for at least fifteen hundred years. Myself, I would get tired of the bowing and scraping after a decade or so. Having to deal with it for a thousand years? Bleagh." Emerald said, pulling a face at the end.

Celestia laughed again. "I have to agree with that. I also appreciate the honesty and frankness. I have too many yes ponies that will agree with me no matter what is it that you are calling this craft?" She asked pointing at the drawings.

Emerald smiled. "I call it the Thunderbolt. Just seems appropriate."

"Indeed. Have a good day Ms Gear, and again, thank you for the information." Celestia said as she turned to leave.

"Again, it was no problem. Have a good rest of the day, Your Highness." Emerald replied.

Once Celestia left, Rusty came into the back of the workshop.

"For a minute there, I thought you were a goner." He said.

Emerald chuckled. "You know, she isn't as uptight as everyone seems to think."

"Apparently, what was it that she wanted?"

"Just asked some questions about the biplane that those brothers sold you. She asked if I had any ideas for improvement and I showed her my sketches. She even asked what it would take for me to build it." The mare replied.

"Really? What did you tell her?" Rusty asked.

"I told her I would need a place triple this size to do the work and a runway a mile and a half long to make sure I had the space if something went wrong and plenty of space to fly it in." Emerald said as she walked over to her toolbox.

"Trying to leave us so soon Gear?"

"Not at all. She asked and I told her what it would realistically take. What she does with that isn't really my business." She said as she pulled out some tools and turned to her latest project.

"Yeah, I give it a month and you will be off doing work for her building those planes." Rusty said.

"You really think so?" She asked as she began to disassemble the brakes on a pickup.

"It wouldn't be the first time that a promising prodigy was given an opportunity like that." The stallion replied as he walked away.

Emerald paused and looked over her shoulder at her boss.

"Huh." She said before turning back to her task.


	4. Chapter 4

Emerald gave a contented sigh as she finished pushing the doors to the hanger at her new workshop open.

Smiling to herself at the thought that the business was all hers. Contingent upon her actually being able to deliver on her contract with the Crown that is.

Heading into the shop, she moved over to the stand that had the powerplant for her new aircraft, the Thunderbolt.

Realizing that the engine that was on the biplane that was formerly owned by the Flim Flam brothers was a solid design, if underpowered and prone to failure, she upgraded and upsized the engine, then slapped two of them together with a shared output shaft. Coupled with the paddle bladed props that she had finished machining last week, the engine would be a power house.

Kicking off the brakes on the stand supporting the engine, Emerald hooked the stand up to the small tug that had been provided and hopped into the seat and began pulling the engine to the testing pad.

As she drove along, she looked around at the area that the hanger and flightline had been constructed.

Off to one side there was a series of mountains, to the opposite side was the Everfree Forest. The forest was some cause for concern with some of the more vicious beasts know to Equestria located within it's boundaries. Fortunately there were very few instances of any of the creatures leaving the boundaries of the forest, and they were generally handled quickly.

Soon enough, Emerald reached the testing area and began securing the engine to the ground. As she finished securing the last chain to the anchors embedded in the concrete, she heard the sound of hooves on concrete. Looking up she smiled at the sight of the new comer, Twilight Sparkle.

When Emerald had arrived in Ponyville three months ago, she had met the unicorn and her friends at a welcome party thrown by the local party planner, Pinkie Pie. As it turns out, Twilight was the personal student of Celestia and had a voracious appetite for knowledge. Having heard from her teacher about the project when construction had started on the small airfield and manufacturing facility, she leapt at the opportunity to learn something new. Over the course of three months, barring interruption from the occasional issue that required the Bearers of Harmony to intervene, Twilight had shown up almost daily for a few hours to learn about aviation from the golden furred pegasus and a fast friendship had bloomed.

"Hey Twi, ready to get this thing going?" Emerald asked as she stood up and dusted her hands off.

"Of course. We've been working on this for a while. It wouldn't be right to not see this through." The lavender unicorn replied.

Emerald laughed as she began to hook up the control wires and cables to the engine. "Very true. Just let me get these controls hooked up and we can head over to the station."

Soon enough the controls were connected and verified as secure and the two mares were at the control station.

"Ready to hear this baby roar?" Emerald asked the unicorn.

"Yes. Let's see if our hard work payed off." Twilight replied.

Emerald nodded and began to flip the switches that provided power to the magnetos that would start the engine. Placing her hand on the starter switch, she looked at the unicorn and got a nod.

"Contact!" She called out as she turned the switch.

The propeller slowly lurched into motion, and then the engine caught, roaring to life.

Emerald smiled widely at Twilight before reading over the gauges on the console. Seeing everything was reading normal, she advanced the throttle slowly up to full, the engine roaring in response as the power increased.

After twenty minutes of testing the engine at various power levels and propeller pitches, they shut down the engine.

Once the propeller stopped spinning, Emerald grabbed Twilight in a hug and spun her around, giving a cheer.

"It works! It works! It works!" She shouted with a laugh, before putting the smaller mare back on the ground.

"We should do something to celebrate this." Twilight said with a smile.

"You're right." Emerald said as she calmed down some. "What should we do?"

"Well, how about dinner. Someplace where we can discuss the rest of the project?" Twilight said tentatively.

Emerald considered the idea. "Sure, where and when?" She asked.

"Well, I can see about getting reservations at Le Bleu for this Saturday. How does that sound?" The lavender unicorn put out.

Emerald considered this. Fancy restaurant meant that they would be able to discuss the project with little interruption, but it meant that Emerald would have to break down and get of all things, a dress.

' _But then again, would it really be that much of a pain since I would be spending the evening with such a beautiful and intelligent mare?'_ The pegasus thought before responding. "Sure. Let me know the time and I can meet you at the library and we can walk over." She said finally.

"Of course. I'll go and set it up now and let you know the time later. I'll see you later." Twilight replied, giving the taller mare a hug before teleporting away.

Emerald smiled at the unicorn's antics. "She really is too adorkable." She said to herself before going to retrieve the engine and store it away in the hanger.

The bell over the door of Carousel Boutique rang as Emerald entered the store.

"Welcome to Carousel Boutique, where everything is… oh hello Emerald, what brings you by today?" Rarity inquired as she spotted her friend.

"Well, you know how Twilight and I were testing the Wasp engine today?" Emerald asked.

"Yes I do. How did it go?" The cobalt maned unicorn asked as she led the way to her sitting room.

"Very well actually. Which leads me to my reason for coming by. Twilight invited me to dinner. At Le Bleu. On Saturday. Still waiting to find out what time the reservation is for. Why are you looking at me like that?" Emerald asked after explaining her situation to the wide eyed mare.

Rarity was silent for a moment before letting out a quite unladylike squee.

"Oh this is wonderful darling. I've always thought that Twilight needed to meet somepony, but with her normal social awkwardness I never thought I would get to see it." She said as she began to dart around her work room. "Am I right in assuming that you need a dress for the occasion my dear?"

Emerald blinked, once again astounded at the mare's fine control of her telekinesis.

"Yes, I do. Something that looks nice, but not festooned in gems please. I like jewelry as much as the next mare, but I prefer simple things." She responded as she saw a series of gems float out of a chest.

Rarity huffed before saying, "Very well, though I hope you aren't wanting a little black dress. It would clash horridly with your fur and given your height, it would run the risk of being obscene."

"Fair enough, I was going to trust your judgement. I build planes, my knowledge of fashion is limited to is it comfortable and how hard will it be to get grease out of it." Emerald said with a grin.

Rarity rolled her eyes before gesturing to the partitioned area of the boutique. "Please step behind the partition and disrobe down to your undergarments."

Emerald stepped behind the wall and did so.

"Okay Rarity, I'm ready." She called out.

The other mare stepped around the divider with measuring tapes and a dress that wasn't there before.

"Okay, I know you work fast, but that is ridiculous." The pegasus said.

The dressmaker tittered. "Oh darling, you might dislike dresses, but there are occasions when one has to step out of her comfort zone as it were. So as with most of my friends I have the a few basic designs that are a bit too large so I can make the necessary alterations to ensure it fits correctly when they are ready to wear it"

Emerald looked down at the unicorn as she measured and pinned. "You do realize that I am paying you for this dress, right?" She said with a raised brow.

Rarity smiled. "Of course darling. While you will accept gifts, you prefer to earn what you have. An admirable quality." The mare replied.

Emerald smiled. "Also, if Twilight comes in, don't mention anything that we have talked about. Also, do not try and follow us on Saturday. I highly doubt anything of any real interest is going to happen." The pegasus said.

Emerald whistled to herself as she approached the tree library where Twilight kept residence. Approaching the front door she entered the public portion of the library.

"Hey Emerald! Lookin' good!"

Emerald turn to see Spike shelving some returns.

"Hey Spikey! Thank you very much. I'm not big on fashion, but Rarity does do good work." She said greeting the young drake.

"Yeah, she is something else, isn't she?" He said with a dreamy look on his face.

Emerald chuckled. "Okay Romeo, where's Twilight?"

Spike shook himself from his thoughts. "Oh, she's upstairs getting ready." He replied gesturing to the stairs that lead to the residence wing of the library.

Just as Emerald looked towards the stairs a door opened and Twilight stepped out onto the landing. Emerald's breath caught as she observed the unicorn.

Her mane had been styled into a Prench braid that draped over her shoulder. Her dress was a dark blue that went well with her lavender fur and clung to her curves that were normally hidden beneath her usual attire of button down shirts, pullover sweaters and long skirts.

After a couple of moments, Emerald found her voice. "Well, don't you look amazing this evening." She said.

Twilight blushed. "Thank you, Rarity helped out alot. You don't look too bad yourself." She replied looking over the pegasus.

Emerald did a little turn causing the end of her dress to flair out, her hair was done up in a bun with two ringlets coming down to frame her face. "Thanks. I figured I would do something different since we are going somewhere fancy."

"Well, it looks good on you." Twilight said with a shy smile.

"Thank you." Emerald said with a nod. "Now, I do believe that we have a reservation to get to. So, milady." Emerald added holding her arm out to the unicorn, causing her to giggle before descending the stairs and taking to offered arm.

The pair exited the library and headed to the restaurant district of Ponyville.

"So want to make a bet that the girls will be hiding out along the path to or at the restaurant to see what happens?" Emerald said with a mischievous smile.

"What kind of bet?" Twilight asked.

Emerald thought for a moment. "Well, how about another date, winner gets to pick what we do?" She asked with a smile.

Twilight blushed cutely before replying. "You want to go out with me?" She asked quietly.

"Why wouldn't I? You're a beautiful intelligent mare who is a lot of fun to be around." Emerald replied with a gentle smile while taking the unicorn's hand and squeezing gently.

Twilight smiled brightly, her cheeks still rosy, before replying. "What if they don't show up? What happens then?"

"Still go on a date, but I get to pick the place and the activity." Emerald replied. "Win-win for us both." She finished with a smile.

The pair laughed at that as they approached the restaurant. Upon reaching the door, they saw a sign that dampened the mood.

'Closed due to private party.'

"But but but, I made the reservation on Monday! How could someone have rented the whole restaurant?" Twilight exclaimed.

Emerald peeked through one of the windows. "Well judging by the attire and general appearance of the patrons, I would have to say someone from Manehatten. Though what they are doing out here I have no clue." She said after a moment.

Twilight slumped. "I was hoping that this evening was going to be perfect."

Emerald pulled the smaller mare into a hug. "No such thing as perfect hun. Now let's go somewhere else. See if we can't salvage our evening?" She said as she led her down the road.

Soon the pair came up to another restaurant where they could hear a multitude of conversations.

"Berry's Biergarten? A bar? Seriously?" Twilight asked.

"It's not just a bar. It is primarily a restaurant that has an impressive alcohol selection. Food is pretty good and decently priced. Plus they always have a few open tables, even on a Saturday." Emerald replied as she opened the door.

The sound of conversation and music washed over the pair as they entered. After saying hello to the greeter, the pair were lead to a booth in a relatively quiet corner of the main floor. Soon a waitress approached their table.

"Hello, I'm Holly Feather and I will be taking care of you this evening. Can I get you started with a drink?" The raven maned unicorn asked the pair with a Trottingham accent.

Emerald and Twilight looked at each other for a moment before Emerald replied. "Water for now, depending upon how the night goes we might get something stronger." Then she cocked her head to the side. "Are you new, I usually come in once or twice a week and I haven't seen you before."

The mare laughed lightly, causing Emerald to get a sense of deja vu. "I just started this week, Been here in town for a while, but my savings has been getting a little thin so I decided to get a second job. Berry's a good boss." She replied.

"Okay, well welcome and I hope you enjoy it here. I know I do when I come in." Emerald said with a smile before the mare headed off to get their drinks.

Twilight raised an eyebrow. "What was that about?"

"I get the feeling that I know that mare from somewhere, but I can't put my finger on it." Emerald replied with a pensive look on her face.

"Could she be someone that might have known you before Discord?" Twilight asked.

"Maybe, but who knows, didn't seem like she recognized me." Emerald replied just before Holly returned with a tray of drinks, one of which was bubbling ominously.

"I thought I just asked for water." Emerald said as the mare pulled out a stick that looked to have three berries carved along the length and made of a pale white wood. She then swished it through the air a few times and the sound of the other patrons died down.

"There, got a few privacy wards up. Now for you." She said before pointing the stick at Emerald's head.

Emerald's eyes widened before rolling back into her head as a white bolt of light left the stick and struck her in the forehead.

Twilight turned to the mare and yelled, "What did you do to her?!"

Holly sat down next to the unicorn calmly and stated. "I unlocked her memories. She'll be out for a few minutes, the wards that I put up will keep anyone from noticing."

Twilight was stunned at the response. "But how were you able to do that?"

"Because like she was saying I do know her. Just not from this lifetime." Holly replied as she set a glass of water in front of Twilight and the bubbling tankard near the pegasus.

"What do you mean this lifetime?" Twilight asked, confused at the turn the evening had taken.

"When I knew her, she was my adopted mother. I was an orphan who was in a very bad situation with my guardians at the time. She rescued me from it and helped me become a better person. We haven't seen each other for a very long time." Holly replied with a nostalgic look on her face.

"How long ago was that?" Twilight asked.

"At last count, over ten thousand years ago. Though varying circumstances we wound up making ourselves truly immortal." Holly replied.

"How.." Twilight began.

"For me it was uniting three very powerful magical artifacts. A wand, a stone, and a cloak. The cloak was a family heirloom, passed down for generations. The stone was used for the family ring of a dark mage that tried several times to kill me. The wand was one with a very bloody history since its creation nearly three centuries before it came into my possession. At that point, once I had reunited all three items, well I was pretty well screwed at even a chance to have a semi normal life."

"Why is that?" Twilight asked.

"Because I became the Hand of Death within the mortal realms. The three items," Here she gestured to the wand sitting on the table. "Were created by Death after three wizard brothers were able to cheat Death using their magic and ingenuity. Over time the artifacts fell into legend and were mostly forgotten. But before I turned eighteen, I had united the wand, the stone, and the cloak and became the 'Master of Death'. Kind of a misnomer actually, because I wasn't Death's master, but its trusted hand in the mortal realms." Holly explained. "I can give you a copy of the story of the Three Brothers later for you to read. It is written as a fairy tale, but it has its roots in the truth." She finished as Emerald began to stir.

"Damn it kit, did you really have to do that here? I have got such a crick in the neck now." The pegasus groused as she rubbed her neck.

"Please, like I haven't had to do this before? Getting real tired of having to jog your memories mum." Holly replied with a smirk. "Now drink your mead. I'm sure you need a stiff drink."

Emerald looked at the bubbling tankard with wide eyes.

"Is this what I think it is?" She asked with a small amount of reverence in her voice.

"Asgardian Mead. Yup, I pop in from time to time to give old Thor heart palpitations from teaming up with Loki to prank the hell out of them." Holly replied.

"Ever the Marauder aren't you kit?" Emerald asked.

"Well of course. I am the daughter, god-daughter, and niece of three of them." Holly replied with a smirk.

"So, you are really an immortal alien that just looks like a pegasus?" Twilight asked quietly.

Emerald sighed. "I suppose that you could look at it that way. But I think that in reality, when I was brought here, my body was still reforming from the damage that it took from the detonation of the Nova. The local magic was what determined my current appearance. So far as I am concerned, I am as much a pegasus as if I had been born here. I don't plan to change that or really anything about what I have been doing." She said.

"Really? Why not? Surely you have access to advanced technology that can do amazing things." Twilight replied.

Emerald nodded. "I do. As a matter of fact, I could do a cultural uplift on this planet and have you traveling the stars inside a century. However, I have seen what happens when a race is given advanced technology that they are not ready for. It is never pretty."

"What happened?"

"Pretty much wiped themselves out every single time. Or caught the attention of an even more advanced alien race besides the one that gave them the technology that decides they need to be knocked down a few pegs." Emerald said as she took a drink of her mead. "I will, however, be slowly introducing new concepts and ideas that will eventually reach the end that the peoples of this world will reach to the stars and see what is out there. Benefit of being immortal, you know how to make subtle nudges to have things go the way you want, without anyone ever realizing that you did anything. A word here, a gentle push in this direction, a suggestion there. All can bring about great things." She finished.

"Do you think Princess Celestia does that?" Twilight asked.

"Most definitely. She has been in power for well over a thousand years. Things have definitely improved over time and given that she personally picked me for working on my airplanes, she is wanting things to advance. However, I doubt that she realizes how fast aviation is going to evolve." Emerald said.

"What do you mean?" Twilight inquired, her curiosity piqued.

"On the world that I lived for a good number of years and the world Holly came from originally, they went from the canvas and wood biplanes that could barely fly for half an hour to landing missions on the moon in less than sixty years. There were constant advances that pushed the envelopes of speed, height and distance being made every day. New manufacturing processes could cut weight of the airframes without sacrificing strength or payload. Engines became more efficient with no sacrifice to power. Things like that and a curious nature that lead them to explore allowed mankind to reach out to the stars." Emerald said.

"Wow." Was all that Twilight could say.

"Yup. Now I think that we have had enough excitement for one night. Holly, can we get something to go? I think an early night would do us good." Emerald said.

"Sure, give me a few minutes." Holly said as she stood up, taking down the wards.

Soon enough Emerald walked Twilight home, and bid her goodnight after promising to plan a better date for later. After that Emerald made her way home.

' _Well, this night didn't quite go the way I wanted it to, but hopefully I can make it up to Twilight. In the meantime, need to sort out my memories.'_ Emerald though to herself as she put her food away and got changed for bed.

Laying down, she smiled to herself. _'Look out Equestria, Kerra is back and ready to have a good time.'_


	5. Chapter 5

Emerald whistled to herself as she headed out towards a hillside outside of Ponyville to meet Twilight and their friends for a picnic. She reflected over the past month and smiled.

After the aborted date when Holly had restored her memories, Emerald and Twilight had several evenings together where Emerald shared stories of her long life. She had kept the stories light, keeping in mind that the unicorn had never experienced anything like what she had been through even in her early years. The curious mare ate up the stories of her adventures amongst the stars.

Other evenings, they would spend the night curled up on the couch reading and just enjoying each other's company.

As she approached the group of mares and one drake, the pegasus smiled when she spotted her marefriend.

"Hey guys!" She called out as she approached the group.

A chorus of hellos came back as Twilight stood and gave her a hug that she returned with a peck on the cheek, causing a chorus of 'awws' from most of the girls, a catcall from Rainbow Dash and a 'blech' from Spike.

Laughing, the pair joined them at the blanket.

"So, how's everypony doing?" Emerald asked as she poured herself a drink.

"Doing good. Been having a good year on the farm." Applejack replied.

"I've been busy training and handling the weather schedule." Dash replied.

"I just finished an order for a client and am looking forward to a break." Rarity said.

"I've been busy at Sugarcube Corner. With Mrs Cake being pregnant, she hasn't been able to do as much as she gets further along. Though I have been busy planning for all the upcoming parties." Pinkie Pie said as she shoved three cupcakes in her mouth.

"I've been busy with all the new baby animals. They are so cute but a lot of work to help the mommies so they can rest." Fluttershy replied.

"Helping take care of the library." Spike said as he tossed a chunk of garnet into his mouth. "What about you? He asked after he swallowed the gem.

"Just been busy getting the Thunderbolt ready to fly. Should be ready to get it in the air next week. Had to send the canopy back because the material wasn't strong enough. I just got the new one this morning and it will be getting installed today or tomorrow." The immortal replied.

"Why are you building that thing? You have a perfectly good set of wings." Rainbow Dash said.

"Because I know there are pegasi that for whatever reason have lost their ability to fly and that there are unicorns and earth ponies that have looked to the skies and wanted to know what it would be like to fly. This will allow them to do so. I even have plans for larger planes that can carry passengers and cargo around the country and around the world." Emerald replied as she took a bite of the daisy sandwich.

' _Still can't get over how good these things are. Tastes almost like a ham sandwich.'_ She thought as she chewed.

"So you are planning to replace a lot of the services that pegasi do?" Dash asked.

"Not replace, but assist them and allow them to increase the speed of things like deliveries." Emerald said. "Because the vast majority of the pegasi population can't fly for more than an hour or so without having to stop for a rest. This will allow more pegasi to either work in the weather teams, or in the local delivery teams. Plus since the average top speed is just over one hundred miles per hour, the ones that can break two hundred usually go to the racing circuit or the Wonderbolts if they are a good technical flier, the trips from coast to coast can take days. Transport planes that can get from city to city in a matter of a couple of hours will help with things like medical supplies. I have plans for an all weather transport that will have skis as well as tires for landing on snow in the winter to move supplies and if necessary evacuate the residents."

"Huh, I hadn't thought of it like that before. I mean I know not everyone is as awesome as I am, but I never thought about how long it can take to move things around." The polychromatic mare said.

"Yup. I also have a couple of personal projects that I have been working on as well." Emerald said.

"Oh, you mean the secret underground base that has all sorts of advanced technology that would make ponies heads explode from the implications of something so advanced." Pinkie Pie said with a big smile.

Emerald froze. She had heard of the pink mare knowing things that she shouldn't know. Fortunately, she was spared having to answer by a stallion with the mail service landing next to them.

"Twilight Sparkle, I have a letter for you." He said before handing the letter to the unicorn and taking back off.

Twilight opened the letter and began to read.

"You are hereby invited to attend the wedding of Princess Mi Amore Cadenza and Captain Shining Armour." She read before getting a distant look on her eyes.

"What?!"


	6. Chapter 6

"So when were you going to tell me about your brother?" Emerald asked, hands behind her head as she and Twilight walked through the streets of Canterlot towards the castle.

"I honestly thought I had." The unicorn replied, frustration in her voice. "I just never expected to hear that he was getting married less than a week before the actual event. And from a invitation no less." She added before letting out a growl or anger.

Emerald closed her eyes and sighed. She knew her marefriend's anger wasn't directed towards her, but it still pained her to see the normally kind and lighthearted mare in such a state.

"I'm sure he has his reasons. Just need to find out what they are." Emerald replied as she looked around at the massive pink sphere of energy surrounding the city. "Though there is something going on, not sure what, but it is setting my teeth on edge."

Lavender eyes met sapphire and emerald.

"Do you think there might be a threat?" Twilight asked worriedly.

"Maybe. But as long as you and the girls stick close to me, I will keep you all safe." Emerald replied.

"You shouldn't make a mare a promise if you know you can't keep it. You can't be everywhere at once." Twilight said as she leaned into the pegasus's side.

Emerald wrapped her arm around Twilight's shoulder.

"Even if I have to break my cover, I want you to know this: I keep my promises." She said gently squeezing the unicorn's shoulder.

"I hope so." Twilight said before she spotted something that hardened her visage into a glare.

" **SHINING ARMOUR! I'D LIKE A WORD WITH YOU!"** She yelled as she pulled away from Emerald.

Emerald raised an eyebrow as the guards around the courtyard they had entered pointed spears and bows at Twilight and by extension her.

She spotted a white unicorn stallion who removed his helmet and shouted down with a smile. "Twilight!"

The stallion, Shining Armour she assumed, bounded down the stairs from the reviewing stand he was on.

Looking him over, Emerald figured that he was a decent sort, probably lived up to the name.

' _Probably how he snagged a princess.'_ She thought with a smirk.

She maintained some distance from the pair, far enough to give the illusion of privacy, but still close enough to show she was there for Twilight. Of course her enhanced hearing let her hear every word said.

' _Sounds like I was right._ Something _is going on. But why did they not put off the wedding?'_ She wondered as they walked over a bridge, where they were met by Mi Amore Cadenza.

' _By the Maker is she adorable.'_ Emerald thought as she watched Twilight suddenly greet the alicorn, calling her Cadance and performing some childish greeting, which was not returned, causing Emerald to frown. Her frown deepened when Cadance didn't seem to recognize Twilight, who she apparently foalsat when Twilight was younger.

"I don't understand it. She was my foalsitter for years, how did she not know our greeting?" Twilight asked morosely as the pair headed to their quarters in the castle.

"I have no idea, I never met her. Just Celestia and Luna. But something did seem off about her. I got a sense of malice from her, not what one would expect from an alicorn whose affinity is love. Her reaction to you telling her about us didn't seem to match either." Emerald replied.

Twilight nodded as they entered their suite.

"I do have something that can help me observe her unseen. I can follow her and observe her if you would like." Emerald said.

"What is that?" Twilight asked.

Emerald smirked before she shimmered out of sight.

Twilight's eyes widened. "What the…? Where did you go?"

"Still here. Just completely out of the visible spectrum. As far as I have been able to tell, only animals like dogs can sense me." She replied as she shimmered back into the visible spectrum across the room by the bed.

"So what is it?" Twilight asked.

"Thermoptic camouflage. I can get pretty much anywhere unseen. Moisture can cause some issues with it. Still can't get it worked out." Emerald said.

"I would appreciate it. I will keep an eye on her as well since I am going to be helping with a lot of the planning. We can compare notes later." Twilight said.

Emerald nodded. "Good plan." She replied before looking at the clock. "I'll go ahead and go have a look see. If you give me the address I can meet you for dinner."

Twilight smiled and quickly jotted down her parents address. "Remember, five o'clock sharp."

"Got it." Emerald replied before giving Twilight a kiss on the cheek and heading to the window, activating her cloak and taking off into the sky.

Emerald flew around the castle searching for Cadance. As she did so, she cast a pair of spells from her earlier years that she could perform wandlessly. Scent masking and silencing charms helped her blend in even more. She also raised her mental barriers up to the max, completely cutting of all sense of her emotionally, on the hunch that if someone or something had replaced the young alicorn it would be something that fed off of emotions.

Finally she spotted Cadance, Twilight and Spike walking down a pathway.

Carefully maneuvering around a pair of pegasus guards, she followed the trio.

Emerald was never one to claim she was a Master Legilimens back when she was involved with the magical community on Earth, but as a kitsune, she did have a knack for it. She was amazed that someone as powerful as Cadance was had practically nothing in the way of mental barriers. Even Spike had mental barriers from both his draconic heritage and sitting in on Twilight's lessons. Of course his surface thoughts usually revolved around gems, ice cream, and a certain white unicorn, but she wasn't going to tell.

Cadance's seemed to almost be made up of a thousand different voices, the cacophony forcing Emerald to break of her scan. Thinking as she cleared her head of the cobwebs, she wondered if that was her defense mechanism.

' _No. Those were too many different voices. Unless someone was mad as a hatter and even then they shouldn't have a veritable army inside their heads.'_ Shaking her head again, she landed outside the bakery that Applejack had commandeered to cook the food for the reception.

She was shocked when she saw Cadance take a bite and then spit it out as soon as AJ's back was turned.

At every stop she made, Emerald watched Cadance either tear down an idea, a design, or a plan, or make nice then scowl deeply once one of the girl's backs were turned. She could see this affecting Twilight. Thankfully Spike had been sent off to plan Shining's bachelor party.

' _Guarantee there won't be any mares with daddy issues at that party.'_ Emerald thought with a smirk.

Soon enough it was time for the rehearsal. Emerald found a perch in the rafters and watched. She saw that Cadance had appointed all of Twilight's friends as her new bridesmaids because her other ones were just social climbers.

' _So far, other than the weird voices when I peeked into her surface thoughts, everything does point to her being probably the biggest bridezilla out there.'_ She thought as she saw Twilight enter, bringing a smile to her face. Right up until she started flinging accusations at Cadance, in front of everyone.

Emerald sighed. She knew Twilight was just trying to figure out what was going on, but she didn't stick with the plan. She watched as everyone that she cared about, her friends, her brother, her teacher, and even Spike, though the hesitant showed that it was more of peer pressure than really not believing Twilight.

As Twilight broke down crying, she dropped down from her perch landing soundlessly. She was about to drop her cloak and start comforting the mare when Cadance re-entered the hall. Only instead of the tears from earlier, she wore a wicked smirk as she began to monologue and she dropped her disguise, revealing the black chitin of a changeling.

Unable to act overtly at the moment, Emerald stuck close to Twilight so when this Queen Chrysalis cast her spell, she jump forward and wrapped her arms around Twilight, but the spell completed to quickly for her to pull them both out, even with her enhanced reflexes.

' _Well shit.'_ Emerald though as the world went green, then black.


	7. Chapter 7

Emerald's vision cleared to reveal a cavern of green crystal.

"Great. Now we're in some cave who knows where." She groused out loud as she deactivated her cloak.

"Emerald. I'm sorry, I just got so tired of that thing wearing Cadance's face." Twilight said as she latched onto the pegasus.

Emerald sighed as she embraced the distraught mare. "It's okay Twi. You were just looking out for your brother, though, doing some kind of disguise removal spell probably would have not gone amiss."

Twilight chuckled. "Yeah, I probably should have led off with that."

"Aww, how sweet. You brought your marefriend along. Once my takeover is complete, I will have to make sure you two are sealed in pods so we can harvest your love." Came the voice of the changeling queen.

"Great. Just what I wanted to get stuck in the Matrix of love." Emerald said as she rolled her eyes. "But I hate to burst your bubble sweetheart, you are not taking over. I can guarantee it." Emerald said as she turned to face the image on the wall.

The changeling queen laughed wickedly. "How can you hope to stop me? You are deep underground. Even if you can manage to find your way out it will be too late for-" The image disappeared as the wall shattered from Emerald's fist.

"Goddess I hate bad guys who monologue. I swear they do it just to hear the sound of their voices." She said as she brushed crystal dust off of her.

"So now what?" Twilight asked.

"Well, given that she sent us here and she is not exactly the brightest of villains. The real Cadance is somewhere around here. So we just need to find her and get out of here." Emerald explained as she looked around the chamber they were in.

"So it's just that easy?" Twilight asked.

"Probably not. But I do have a few tricks up my sleeve." She said as she flicked her wrist and a small tablet showed up in her hands.

"What is that?" Twilight asked as Emerald began manipulating the device.

"Alteran Life Sign Detector. About twenty thousand years old or so, but the Alterans built their stuff to last." Emerald said as she moved the device around. "Alright, there's something this way." She said as she began walking.

Soon enough the pair came to a dead end.

"Stand back a minute." Emerald said as she tucked the handheld into her belt before flicking her wrist again, a massive hammer appearing in her hand.

"What is that? Twilight asked, realizing she was probably going to be asking that question a lot with her marefriend.

"Supersledge." Emerald said as she pulled the hammer over her shoulder and swung, the rocket motor on the hammer igniting adding more force to the strike, demolishing the wall. Dismissing the hammer, she walked through the newly formed hole.

"Princess Cadence, I presume." She said as she spied a pink alicorn sitting on a bed inside the cavern.

"Y-yes. Who are you?" She replied coughing a bit from the dust.

"Name's Emerald Gear and I am here to rescue you so you can marry the doofus upstairs." She replied with a smirk.

Twilight then climbed through the hole.

"Cadance? Is that really you?" She asked hesitantly.

Cadance replied in quite possibly the silliest way, performing her little rhyme and dance with Twilight, making Emerald smile.

Once the pair had hugged, Cadance asked.

"So how are we getting out of here?"

"On the Emerald Express." Emerald replied as she handed goggles to Cadance and Twilight.

"And what is that?" Cadance asked as she put in the goggles.

Emerald smirked before she started glowing. Once the light died off, instead of a pegasus, stood a twin-tailed kitsune with Emerald's coloring and markings.

"Hop on my back Cadance." Emerald said before turning around. After a couple of adjustments, she scooped Twilight up bridal style.

"Now I want both of you to hang on tight. We are going to be moving faster than anything on this planet." She said.

"Even Rainbow Dash?" Twilight asked.

Emerald chuckled. "Once i decide to fully break my cover, that mare is going to get a lesson in what true speed is." She said with a smirk. "Everyone ready?" She felt the arms around her tighten. "Good. Get ready. Taking off in 3, 2, 1."

 **BOOM!**

The trio quickly accelerated past the speed of sound.

Emerald moved through the caverns with an ease born of centuries of practice. Obstacles were spotted and planned for well before they were reached and avoided with a negligible loss of speed. Soon the trio had reached the exit of the caverns.

Setting Twilight onto shaking legs and prying Cadance's limbs off of her, Emerald shifted back to her pegasus form.

"Alright. Now we just have to get back up to the castle." She said after observing their surroundings.

Twilight nodded. "Right. We have to stop Chrysalis."

After Cadance got the feeling back in her limbs, and extracting a promise not to reveal any of Emerald's abilities, the trio set off.

Inside the Grand Hall of Canterlot Castle, Celestia was in the middle of delivering the vows to her niece and the captain of her guard. But, even with a smile gracing her features, her mind was elsewhere.

' _I know that Twilight went about expressing her concerns the wrong way, but what if she was right and this is not my niece.'_ She thought as she went through the motions of officiating the ceremony for what seemed like the thousandth time. _'Something just seems off. Both with Cadance and Shining Armour. But what could it be?'_

Suddenly, just as she had gotten to the part about the 'I do's, the massive doors to the hall were thrust open.

"WE OBJECT TO THIS UNION!"

Celestia's eyes widened as she saw not only her precious student, but her niece looking worse for wear and the massive form of Emerald Gear stalking up the aisle, causing gasps from the crowd.

The Cadance at the altar snarled.

"So you escaped. I guess I should have done away with you permanently." She spat.

Emerald shrugged. "That is why you need to have an average twelve year old in your employ. If they say that a plan is stupid or that it will never work, you should listen." She said glibly.

The now revealed false Cadance was then engulfed in green flames, which revealed the chitinous form of the Changeling Queen Chrysalis.

"Be that as it may, you are still too late to stop me!" She crowed with a cackle as Shining Armour's shield shattered and Changeling drones rained down from the sky.

"You will never harm my little ponies." Celestia said with steel in her voice as she charged her horn for an attack.

Her eyes widened however as Chrysalis met her attack with her own head on and pushed hers back, sending the alicorn flying with a scorched horn and a splitting headache for her trouble.

Emerald watched the byplay with critical eyes. "Cadance, go around the side of the room and get to Shining Armour. See if you can help him get the shield back up, if we can contain them at least we can take them down, otherwise try to repel them from the city."

Cadance nodded before asking. "What about you?"

Emerald smirked as drones smashed through the stained glass windows. "I get to distract her."

Moving forward, Emerald grabbed one drown by the neck and threw it bodily into its fellows, sending them to the ground. Another shot a bolt of magic at the pegasus, which she batted back at it, sending it into a group that was still hovering.

"OI BUGFACE!" Emerald called out.

"You impertinent fool! I will destroy you first!" Chrysalis growled as she fired a bolt of energy at the mare.

Emerald took the blast head on, and once the smoke cleared, merely brushed some soot off of her shoulders and yawned.

"That tickled." She drawled lazily.

Enraged, Chrysalis fired bolt after bolt at the pegasus, who either took the blast or, more annoyingly, batted them out the windows into her drones with a flick of her wrist.

Finally, breathing heavily, Chrysalis gasped out. "Just what kind of pegasus are you?"

"Oh, me? I'm the distraction." Emerald replied cheekily while pointing behind the Changeling.

Chrysalis turned and her eyes widened at the site of Cadance and Shining Armour floating in a sphere of magic.

"Why me?" Chrysalis had time to ask before the bright pink shield slammed into her, sending her and her drones flying off into the sunset.

Emerald clapped her hands together. "Well, that certainly was a thing." She said before turning to the crowd. "Fillies and gentlecolts, I do apologize for the inconvenience. But I would like for you all to return to your homes or hotel rooms as appropriate, or inappropriate if you so desire, I am certain that once everything is sorted out, you will be contacted with a new time and venue for the wedding." She said in a winning tone.

Soon, the hall had emptied of all but a few guards, the wedding party, Shining and Twilight's parents, Emerald and Celestia.

A flapping of wings announced the arrival of Princess Luna.

"Hello, I do apologize, I was sleeping. What did I miss?" She inquired curiously.

Emerald laughed. "I really need to find out what spells you are using to keep your room quiet." She said before pulling the alicorn aside to tell her about the failed invasion.

A few days later, Emerald was enjoying the reception of the now true wedding between Cadance and Shining Armour. The ceremony was beautiful, and Twilight was amazing as she sang the first song of the dance. Now the unicorn was being held by Emerald as they slow danced to a soft tune as the evening wound down.

"Thank you for helping Emerald." Twilight said as she leaned against the taller mare.

"No thanks needed Twi. I would do anything for my friends and I would do more for those that I love." Emerald said with a smile.

Twilight squeezed Emerald a little tighter for a moment before looking up at the pegasus with a smile.

Before Emerald could reply, the sound of someone clearing their throat interrupted her.

Turning the pair saw Princess Celestia standing there.

"Good evening you two. I hate to break up your evening, but I would like to speak to Miss Gear privately." She said politely.

Emerald sighed and nodded. Leaning down to Twilight, she gave her a kiss on the cheek, eliciting a giggle and a blush from the unicorn before turning to Celestia.

"Lead the way, your Highness." Emerald said.

The pair walked into the castle from the royal gardens and made their way to Celestia's chambers.

Entering, Emerald took in the decor.

"Nice place. Kind of ostentatious, but when you have been around as long as you have been, you probably didn't have much of a choice when it was being designed." She said.

"No, I did not. While there are some trappings of my position that I enjoy, I would much prefer something simpler." Celestia said as she pulled out a tea service.

"I can imagine." Emerald said as she took a seat at the table.

"Now, I can imagine you are wondering why I called you here so I will cut to the chase." Celestia said. "I am curious as to how you were able to shrug off attacks that staggered me."

Emerald smiled as she steeped her tea. "Well, that would probably be because I am more powerful that you by at least an order of magnitude."

Celestia's hand faltered for a moment before she recovered.

"How do you figure that?" She inquired, her tone guarded.

"Simple, I am well over ten thousand years old and have studied and combatted magicks that you have no reference for. I have fought against more dark lords and ladies than you can shake a stick at. Hell, the first one I fought had committed the unthinkable and split his soul." Emerald replied as she added sugar and honey to her drink.

At this, Celestia lost her composure. "How could someone do something like that?"

Emerald nodded. "Because he was a power crazed sociopath that wasn't dealt with properly before he started his fall into darkness. Riddle was an incredibly powerful mage, but he wanted more than just that. He wanted to be immortal. So, in his research, he came across a spell that would create artifacts that would contain a portion of his soul after he performed a ritual and committed cold blooded murder. His madness was such to the point that when he heard a prophecy that someone would defeat him, he tried to kill my adopted daughter. He tried a couple more times before we were able to figure out how many artifacts that he had made and destroyed them all. After that, we located and destroyed every mention of the process and the artifact that we could find. After that, most of them so called dark lords and ladies were chumps. They kind of stopped cropping up after we decided to quit screwing around and just taking them and their followers out as they cropped up." Emerald said taking a sip of her tea.

Celestia was stunned for a moment. "H-How many?"

"Somewhere around three dozen over the course of about two centuries. Like I said, they eventually gave up or were able to be counseled before they went down the road of becoming truly dark." Emerald replied.

Celestia took a deep breath to steady her nerves. Then she remembered something. "You said you were over ten thousand years old. How is that possible?"

Emerald smile indulgently. "Completely by accident if you would believe it. I tied myself to a primordial force rather intimately. Fortunately the gods that favor me are kind enough to let me do as I see fit." Emerald said as she pulled the top of her dress down a bit, exposing a marking of a black crescent on her chest. "This is a symbol of my charge as the guardian of the Master Emerald. I do my best to stay out of things and to stay neutral."

"What force did you tie yourself to?" Celestia inquired.

"Chaos." Emerald replied, smirking at Celestia's shocked expression. "Not the kind of Chaos you are used to seeing. I don't reshape reality to my whim all that often and when I do it is temporary and very localized. Like I said. I try to stay neutral."

"So you won't be trying to take over?" Celestia asked.

Emerald shook her head. "Not unless you turn into some despot, then I will. I prefer the quiet life. Been worshipped as a goddess, and while it isn't too far from the truth, was not all it was cracked up to be." She replied.

"Understandable. So how do you cause Chaos then?" Celestia inquired.

"By making people question, starting technological advancements, and of course a few harmless pranks go a long way to creating low levels of Chaos." Emerald said with a grin as she hit Celestia with a discrete wandless color changing charm.

Celestia grinned, not realizing she was now a bright pink. "So what kind of technological revolutions can you do?"

"Theoretically, I could probably have Equestria being a space faring race within a century. But I won't be doing that. Maybe getting into orbit and to the moon within the next fifty years or so, but that will be through gentle nudges." Emerald replied.

Celestia cocked her head to the side in puzzlement. "Why won't you?" She asked.

"Because I have seen the end result of a failed cultural uplift." Emerald said before taking a sip of her tea. Looking back to Celestia, her mismatched eyes were hardened, showing the mare's age and experience. "It resulted in a nuclear winter. The entire civilization, gone. Pity it happened, because the ones who did the uplift could have helped us out with advanced technology to assist with fighting the Goa'uld."

Celestia was stunned. Regaining her composure, she spoke.

"I understand. I would rather not see something like that happen to my little ponies."

Emerald nodded. "No leader wants to see harm befall their subjects. Though, one bit of Chaos that I do partake in, though I tend to not enjoy it is combat."

"You're a warrior as well?" Celestia asked, starting to get worn down from the surprises this evening.

"I am, and that is why I shall pledge myself as your sword and shield should the need arise. Equestria is a peaceful nation, your armies are mostly ceremonial and your navy is at least a century behind where it should be. I will prepare designs and the necessary equipment to produce advanced ships and military equipment so if the need arises, they can be built quickly and put into service." Emerald replied, solemnly.

"Do you think you can do something about our navy? I have know for a few decades now that we need new ships, but it is hard to get the admiralty to accept new designs. That and most of the designs have been terribly inefficient." Celestia inquired.

"I can look into it. Give you a carrier navy rather than a frigate navy. I can limit it to the earlier days of the ship type, but it will be one hell of a learning curve." Emerald said after a few moments deliberation.

"You would do that?" Celestia asked.

Emerald nodded. "I won't give you anything that uses nuclear technology, but I can give you ships that run off a magical source like my planes. I have started building naval aircraft because I was eventually going to come to you in a few years anyways. Chrysalis just moved things up a bit. Once we have a carrier built, I will assist with training." She replied.

"Do you have a design in mind?" Celestia asked.

Emerald nodded before conjuring a model of an aircraft carrier.

"This is CV-6, the USS Enterprise. It was a highly decorated carrier from the second World War. She and her crew earned twenty battle stars, more than any other carrier and more than any other ship in the fleet. She ran off boilers that used fuel oil, but since magic is a thing, I can design a better power plant." Emerald said.

Celestia was blown away by the causal use of magic by the pegasus.

The conversation then drifted to the logistics of building the carrier and its support vessels.

Emerald found Twilight in their rooms later that night, waiting up for her.

"Emerald! Are you okay?" She asked rushing up to the pegasus.

Emerald smiled at the robe clad mare. "I'm fine. Had to come out to Celestia, but I now have a contract to upgrade Equestria's Navy."

Twilight looked at her incredulously, before rubbing her temples.

"I honestly don't know why that surprises me." She groused before smiling at Emerald. "I am happy that everything is okay."

"Me too hun. Did you enjoy the rest of the party?" Emerald asked pulling Twilight into a hug.

Twilight nodded into Emerald's bosom. "I did. Up until Cadance announced that she was taking Shining Armour to christen the honeymoon suite." She said.

"Understandable, but what about that made you not enjoy the rest of the night?" Emerald asked.

"I didn't know what she meant by 'christen' so I asked Rainbow Dash." Twilight explained with an embarrassed tone.

Emerald fought to keep her laughter down. "Why Dash and not Rarity?" She asked.

"Dash was closer." Twilight replied before pulling back to catch the amused look on Emerald's face. "If you laugh, I won't show you the present that I got for you."

Emerald closed her eyes and took a couple of deep breaths to calm herself.

"Okay, I'm calm. Now, you mentioned something about a present?" Emerald asked.

Twilight merely stepped back a few paces and dropped her robe.

*POMF*

Emerald stared for a few moments, wings straining at full extension, before swallowing and speaking.

"Okay, I can work with this." Emerald said as she got her wings under control and pulled her mane from the elegant bun that it was in, letting the two-toned hair cascade over her shoulders. "I can definitely work with this."


	8. Chapter 8

Emerald took a moment to drink in the sight of Twilight in her lingerie. The white of the material stood out against her lavender fur, the thigh high stockings held up by a thin garter belt, low cut panties rising just high enough to hide her mound and a half cup bra showing just a bit of her dark areolas.

"So, would you like to have me as a pegasus or a kitsune?" Emerald asked the blushing mare.

"K-kitsune." Twilight replied, her eyes darkening with lust.

Emerald smile, as she closed her eyes and shifted. Wings were traded for long, flowing twin tails and her fur lengthened to a thick, luxurious coat.

Emerald the twitched her hand and her wand appeared. She flicked it twice at the door, then the windows, and then at the curtains and the walls.

There was a click at the door and window and the curtains fell closed.

"What did you do?" Twilight asked as the wand disappeared with another flick of Emerald's wrist.

"Locking charms on the door and window, then one way silencing charms on the whole room. We can hear out, but what goes on in this room stays in this room." Emerald said as she reached behind her and released her dress, allowing the shimmering green material to fall and pool at her feet. She wore no bra, the backless design of the dress preventing it, but some support charms worked in its place. She had on dark hunter green stockings with a garter belt and a matching thong.

She stalked up to Twilight, her hips rolling as her tails flowed behind her. Reaching the mare she leaned down and pulled her into a heated kiss.

Their tongues wrestled, eventually Twilight's found its way into Emerald's muzzle and ran over her sharp canines, eliciting a moan from the mare.

Emerald ran her hands over Twilight's back, her claws lightly tracing over the mare's skin, causing her to shiver. Emerald the unhooked Twilight's bra and then ran her hands over the mare's shoulders, easing the straps down her arms, freeing her bust from the confines of the material.

"There, now we match." She said, causing Twilight to giggle before letting out a startled squeak as Emerald placed her hands on her backside and picked her up.

Twilight wrapped her arms around the vixen's neck as Emerald guided her legs to wrap around the vixen's hips.

Emerald renewed her assault on the mare's mouth as their breasts pressed together, bringing moans of pleasure from them both.

Emerald was almost amazonian in her proportions, her bust reaching a firm E-cup while Twilight sported a smaller but just as firm D-cup, though just barely.

Emerald then moved towards the bed, and with a flick of her fingers, made the covers move back.

Carefully setting Twilight down on the bed, she covered the smaller mare with her bulk, her kisses filled with both love and lust, tenderness and neediness, all in equal measure.

Emerald broke the kiss, smiling at the breathless Twilight, and began laying kisses, licks, and light nips at the unicorn's neck.

Twilight gasped as she felt the sharp teeth brush her neck and knew, that despite the danger, Emerald would never hurt her.

Emerald continued her journey south, mapping her lover's sensitive spots with her lips and tongue, drawing on her millennia of experience to draw every bit of pleasure from her mate.

Reaching the mare's breasts, she took one in her mouth and lightly bit the nipple, bringing out a loud, long, low moan of pleasure as her hand massaged the other breast, gently tweaking the nipple as she massaged the flesh.

After a moment, she switched breasts, lavishing the same tender attention on them.

Soon enough, she made her way down to Twilight's stomach, kissing and licking the mare's abdominal muscles, her tongue sliding through the developing grooves of the muscles, teasing the mare below her even more as her mismatched eyes stayed locked on her love's.

Then reaching Twilight's panties, she smirked and after lifting the mare's hips, she carefully bit down on the material covering her mound, the material already soaked through with her arousal, and gently removed them with her teeth, hands sliding along the mare's legs as she removed them and tossed them aside with a flick of her head.

Emerald smiled at Twilight as the mare lay exposed, her legs resting on the vixen's shoulders, before she began kissing her way down her legs, switching slowly between each one, her eyes never leaving Twilight's violet orbs.

Finally, with Twilight panting from pent up need, she ran her tongue over the mare's dripping slit, moaning as she savored the flavor of her mate.

Twilight gasped at the contact, her hands flying to Emerald's, the vixen gently intertwining their fingers as her lips and tongue worked over the mare's twitching sex.

Twilight gave another gasping moan as Emerald's lips wrapped around her nub and gently suckled it as her tongue flickered over the tip of it before Emerald shifted her muzzle and teased her entrance for a few seconds before she thrust the long, powerful flesh inside her, making her give a loud, keening moan.

Emerald continued her assault of Twilight's core with her tongue before letting go of Twilight's right with her left and slowly inserting her middle finger, her tongue going back to the mare's swollen clit, her finger exploring the tunnel of flesh until she found the, by now ultra sensitive, bundle of nerves deep inside Twilight, brushing over it before retracting her finger and then adding her ring finger, thrust them back in and began pistoning her hand in and out, lightly brushing the bundle as her tongue wrapped around the mare's clit.

Twilight's hips bucked, causing Emerald to let go of Twilight's other hand and wrapping her strong arm, muscles like corded steel, around the mare's hips to keep her in place.

Twilight felt herself reaching her peak, only to be denied by her lover's expert ministrations. She felt her peak rise even higher, knowing somewhere in the back of her mind that was still functioning that this was beyond anything she had been able to accomplish with some smutty romance novel and her own clumsy fingers.

Finally Emerald decided to have mercy on the mare. Driving her fingers as deep as they would go, she pressed firmly against Twilight's g-spot and lightly grazed her teeth against the mare's swollen clit.

Twilight whited out her moan nothing more than a wanton scream that would have had half the castle running if not for Emerald's spells.

Twilight breathed heavily as she came back down from the high of the best orgasm she had ever had, feeling Emerald licking her clean.

The vixen lifted her mouth from her still twitching lower lips, licking the juices that had sprayed from Twilight's intense orgasm from her muzzle.

'Sweet Celestia she has a long tongue.' Twilight thought as she watched Emerald move up the bed to kiss her. She tasted herself on her lover's lips and found she didn't mind.

"So, how was it?" Emerald asked.

"I have no words that would do it justice." Twilight panted as her breathing and pulse slowed.

"Glad to hear it." Emerald said, pecking the mare on the cheek as she lay next to her, tails fluttering behind her.

Twilight found the sight enthrallingly erotic, and she leapt towards the vixen, mashing their lips and breasts together again, causing Emerald to roll onto her back, lifting her hips to adjust her tails, her hands grasping the mare's backside, kneading the flesh before delivering a gentle swat to her cutie mark, making Twilight squeak into her mouth as the mare's hands attacked her breasts, Twilight doing her best to mimic the vixen's actions against her.

Her method was rough and sloppy, but she was still able to gain appreciative moans from the vixen.

Twilight made her way down, licking and kissing and biting Emerald's neck, accidentally biting too hard on the vixen's throat, but instead of pain, a loud moan of pleasure erupted from the vixen.

Twilight looked up at her.

"I like it rough. So feel free to go wild, I'll tell you if you are doing something wrong." Emerald said, touching Twilight's cheek lovingly.

Twilight smiled and resumed her path downwards, learning her vixen's body as she descended.

Reaching the vixen's panties, she looped her thumbs inside the waistband and teasing them down slowly, running her fingertips along Emerald's stocking clad legs, making her twitch with pleasure.

Twilight then moved up and spread the vixen's legs before gently spreading her folds

"Beautiful." She whispered, looking her lover, her mate, in the eye as she lowered her mouth to the vixen's sex.

Emerald threw her head back with a guttural moan as Twilight's tongue moved around her folds, finding all her sensitive spots.

"I haven't felt this in centuries." Emerald moaned. "Keep going, you're doing a marvelous job." She added as she ran her fingers through Twilight's mane, claws gently scraping her scalp.

Twilight redoubled her efforts, working her fingers into Emerald's dripping hole as her tongue assaulted the vixen's engorged clit.

Emerald then got a wicked thought in her head and gently ran the pad of her index finger along Twilight's horn, causing the mare to moan into her sex, the vibrations triggering a small orgasm. She smiled and wrapped her fingers around the horn and slowly but firmly rubbing the growth up and down, the fur on her hand tickling the grooves.

As Twilight worked her fingers inside Emerald, she found the bundle of nerves inside that had brought her such pleasure.

The touch caused Emerald to start stroking faster, making her moan even harder from the gentle friction on her sensitive horn.

As Emerald neared her peak, she showed her flexibility and moved her upper body to take the tip of Twilight's horn in her mouth and began bobbing her head up and down over the first two or three inches while her hand rubbed the remainder.

Suddenly Twilight stiffened and as she did so she dug her fingers into Emerald's g-spot hard, sending the vixen over her peak just as a thick, creamy flow of magical energy erupted from her horn as Emerald moaned around it, pushing down as far as she could, sucking hard to draw out the arcane ejaculate.

After a moment so shared bliss, the pair collapsed.

The only sound was of their heavy breathing.

After a few moments, Emerald pulled Twilight into up and kissed her.

"That was amazing." Emerald said as they broke the kiss.

"Really?" Twilight asked breathlessly.

Emerald nodded. "You have some really good instincts and you payed attention to what was happening to me when you were doing it. You will get better." She said.

The pair kissed again as Emerald teleported the garters and stockings across the room before pulling the covers up and the pair fell asleep in each other's arms.

The next morning Shining Armor and Cadance were in one of the private dining rooms eating breakfast, the pair still basking in the afterglow of the previous night and earlier that morning.

"You were something else last night." Shining Armor said. "Not that you will ever hear me complaining, but what brought it on?"

Cadance blushed. "I can sense love energy, and someone in this castle was putting it out in waves last night. It got me going." She said as the door opened to admit Emerald, back in her pegasus form, and Twilight, dopey smiles on their faces and still damp manes from a hurried shower.

Cadance looked at them and gasped.

"It was you!" She exclaimed.

Emerald raised an eyebrow. "It was us? Care to clarify?"

"Last night there was a ton of love energy being put off. I couldn't figure out who it was, but when you walked in, I could feel it rolling off of you." Cadance explained.

Emerald cocked her head to the side, then smiled widely. "Sounds like you night was just as good as ours." She said with a laugh as Twilight shouted her name and thumped her on the arm with a blush on her face as Shining turned a little green and Cadance blushed.


	9. Chapter 9

Emerald was working in her shop when the Crusaders arrived.

"Hey Emerald!" The trio called out.

"Hey girls! Ready to see history in the making?" Emerald asked with a smile.

She had been asked to keep an eye on the trio by their sisters (and surrogate sister in the case of Scootaloo) while they went to the newly reappeared Crystal Empire the day before. She had spent the day explaining what she was doing and drilled them in the safety aspects of launching and recovering an aircraft, as well as how to handle radio traffic.

"You know it!" Scootaloo said a smile on her face as her undersized wings buzzed.

Emerald smiled as the other two gave their own affirmatives. Scootaloo was a driving force to completing the Thunderbolt and her other designs.

It turned out her parents were both Earth Ponies that had some Pegasi blood from generations past that had never expressed itself for generations. Scootaloo's wings were the result, meaning the filly would be ground bound for the rest of her life. When Emerald was told this, she promised Scootaloo that she would teach her how to fly a plane so she could get into the sky her heart yearned for.

After going over the plan for the day, Emerald grabbed her helmet and lead the way to the ramp where the Thunderbolt was parked.

The plane had minimal paint on it, much like the aircraft at the end of the Second World War. The cowling was painted a dark blue as was the tail which also had her cutie mark emblazoned on it. The nose had vaguely familiar unicorn mare painted on it in a pinup style and the name 'Twilight Typhoon' painted below it in a flowing script.

Emerald smirked at the memory of Twilight seeing the nose art. She had explained that pilots of the fighters of the day would sometime name their aircraft for their loves. This lead to another heated session that left the soaked in sweat and other fluids while being deliciously sore.

Performing her walk around, she instructed the Crusaders in the importance of checking everything on the aircraft visually before flying.

Completing her walk around, Emerald climbed into the cockpit. Sweetie Belle assisted with making sure that her straps were secure and handing Emerald her helmet.

Emerald smiled as the unicorn filly hopped down and moved to one side of the aircraft where she donned her headset and stood at parade rest. Looking to the other side of the aircraft, she saw Scootaloo standing at parade rest, headset in place. Looking through the taxiing periscope, she saw Applebloom a distance in front of the aircraft, headset on, marshalling paddles in hand.

Turning on the batteries, Emerald smiled as the gauges responded. Hand on the starter switch, she called out over the radio that was linked to the headsets the fillies wore.

"Contact!" She said as she turned the starter.

The Double Wasp engine chugged to life, letting out a roar as it reached the correct RPM. Reducing the throttle to idle, she tested her controls, using the three strategically placed mirrors to ensure that the flight control surfaces were responding correctly.

This done, she looked at both Sweetie Belle and Scootaloo before putting her fists together, thumbs facing out, before jerking them apart.

The two sprang into action and hustled under the aircraft and removed the chocks from the main gear as Emerald applied the brakes. They returned to their original positions, raising a thumbs up with their right hands.

Applebloom then raised the marshalling paddles above her head and began slowly walking backwards, waving for Emerald to begin taxiing.

Emerald throttled up the engine and released the brakes, causing the plane to start rolling slowly. As she approached the turn to the taxiway, Applebloom signaled the turn and stepped clear of the aircraft.

As Emerald passed Applebloom, the filly put both paddles in her left hand, snapped to attention, and saluted Emerald as she went past.

Emerald chuckled as she returned the salute before closing the canopy and taxing to the runway.

"Good work girls. That was a good amount of hustle for the first time out. Some more practice and learning some more things, you will be able to help me out on a demonstration tour to show this bird off." Emerald said over her intercom as she taxied onto the runway and turned into the wind.

Securing her oxygen mask, Emerald keyed her main radio.

"Ponyville Control, this is Thunderbolt One. Requesting clearance for takeoff." She said.

"Thunderbolt One, Ponyville Control. Takeoff clearance granted. Stay to the south and west of the Everfree. Weather Teams are working on the North and East side." The controller responded.

"Roger Ponyville Control, Thunderbolt One copies. Cleared for takeoff and stay to the south and west side of the Everfree." Emerald replied as she pushed the throttle to full power and set her flaps to takeoff position.

Once the engine settled at full power, Emerald released the brakes and the Thunderbolt started rolling down the runway.

As the plane gathered speed, the tail lifted off the ground, and Emerald gently pulled back on the yoke, causing the main gear to leave the ground moments later.

Hitting the switch to raise the gear, she was rewarded with the solid thunks of the gear locking into their closed position.

Pulling the stick back into her stomach, the Thunderbolt clawed its way into the sky with a throaty roar.

Reaching an altitude of six thousand feet, she leveled the plane off and eased back on the throttle, settling into a cruise.

"Everything is feeling good up here. She is purring like a kitten up here." Emerald called out on the intercom.

"Everything looked good down here." Applebloom responded.

"That was amazing to watch. What else can it do?" Scootaloo asked, excitement lacing her voice.

Emerald smiled. "Plenty, watch this." She said as she turned back towards the airfield.

Swinging the plane west of the airfield, she went into a Split-S maneuver, diving down as she increased the throttle. She heard gasps over the intercom as she dove, and a strangled scream as she leveled off less than a hundred feet off the ground, passing over the airfield, banking her wings so the cockpit faced the buildings and giving a wave to the three before leveling off and climbing into an Immelmann.

Diving down again further south of the airfield, she firewalled the throttle and made a low pass, less than twenty feet off the deck before throwing the aircraft into a steep climbing turn.

Once at altitude, she executed a barrel roll turn, winging the plane over as she reversed direction. As she passed over Ponyville, she saw the townsfolk standing outside and pointing. She smiled, before waggling her wings and made for the canyon that looped around the mountain west of the airfield.

Keeping the throttle at full, she entered the canyon, low and fast.

Looping around the mountain, she came screaming out of the valley and climbed into the skies.

Keeping a nose up attitude of about twenty five degrees, she pushed the Thunderbolt as high as it would go, turning on the de-icing heaters on the prop and wings.

Once she hit forty three thousand feet, the aircraft began to struggle. Nodding to herself, Emerald reduced power and pulled back on the yoke, flipping the nose over to point towards the ground.

After diving at a shallow angle to twenty thousand feet, she leveled off.

Smiling she did an aileron roll before leveling off. Looking outside the cockpit, she admired the view.

Even after being able to fly under her own power, whether with her twin tails or her wings in this new form, Emerald loved flying planes. Especially older ones that didn't use advanced computers and electronics to help control the aircraft.

The thing she loved about flying the older aircraft that were produced before the advent of fly by wire technology took over was the feeling of the aircraft as you worked the controls. The resistance of the wind as the control surfaces tried to return to their centered position, the feeling of the aircraft as it was pushed to its limits feeding back into the controls.

Sighing contentedly, Emerald pulled power and headed to the airfield making ready to land.

Guiding the warbird in for a landing, she rolled out and taxied back to her parking spot, the Crusaders already in position to recover the aircraft.

Easing into the parking spot, she throttled back and set the parking brakes while the chocks were placed before shutting the engine down.

Sliding the canopy open and removing her helmet, Emerald ran a gloved hand through her mane.

Sweetie Belle clambered onto the wing and took the helmet before helping Emerald with the harness.

"That was amazing! When do you think I can start learning to fly a plane?" Scootaloo asked as Emerald climbed out of the plane and dropped to the ground.

Emerald chuckled. "As soon as I finish the trainer I am building. In the meantime, let me get you some books to study. Flying planes is different than what they teach you in flight school." She replied.

"What is the trainer?" Scootaloo asked.

Emerald motioned for the girls to follow her as she walked into the production hanger.

"This is the T-6 Texan II. It is a good all around turboprop for learning in." Emerald said, gesturing to the partially built aircraft.

"So the 'T' stands for trainer?" Sweetie Belle asked.

"Yup." Emerald nodded.

"So what does the 'P' in the Thunderbolt's designation stand for?" Applebloom asked.

"It stands for Pursuit. The P-47 was a fighter and ground attack aircraft. Due to its design, it could take a beating and come back to base full of holes." Emerald said as she grabbed a glass of water and sat down, stretching her arms and legs.

After the wedding, Emerald sat down and revealed her past with everyone and revealed the origin of her designs. Though they lacked the guns and hard points of the originals, the ability to add them was there, just in case.

"So how good of a plane was it in combat?" Scootaloo asked, the filly enraptured by Emerald's stories of the aerial dogfights of the past.

"As a fighter, it was mediocre at best compared to the aircraft that it faced. Most everything was faster and could out maneuver it in a dogfight. The pilots called it 'The Jug' for a reason. But as a ground attack platform, it excelled. It could carry rockets and small bombs under the wings and the six machine guns in the wings could tear through enemy infantry. The fact it could take a hit was an added bonus that helped it survive flying at low levels like it did providing close air support." Emerald said, taking a drink. "Its legacy of that survivability and ability to support the guys on the ground is what drove the Air Force to name the A-10 the Thunderbolt II." She said, conjuring a small A-10 that flew around the group.

"Kinda ugly, ain't it?" Applebloom asked.

Emerald laughed. "Yeah, she is ugly. Hence why we called her the Warthog. She is also the only plane that was designed after the primary weapon was." She said as she manipulated the image, causing the cannon to separate from the aircraft.

"This is the General Electric GAU-8 Avenger 30MM Rotary Cannon. It fires a 30MM depleted uranium round that can pierce most tank armor. As you can see the cannon takes up most of the length of the aircraft. In addition to the massive amount of ordnance that can be attached to the sixteen stations under the wings and fuselage, the cockpit is contained in what is known as the titanium bathtub. It is two inches of titanium plating that protects the pilot. In addition to this, there were cases of the plane returning from a mission missing a wing, a vertical and horizontal stabilizer and two-thirds of one wing." Emerald said. "But enough about that. I want to show you three my latest project. Twilight hasn't even seen it." She said excitedly as she summoned the drawings from across the room.

Spreading the drawings out on the table, she said.

"This is the Mercury-Redstone. It is going to be the start of a manned space program for Equestria."Emerald said.

"Yer gonna send ponies in ta space?!?" Applebloom exclaimed.

"And return them safely to the planet. This one is for suborbital missions. It goes up in a ballistic trajectory and comes back down." Emerald explained. "After a couple of missions where we gather medical and scientific data, we switch to this." She said before moving the top drawing aside.

"This is the Mercury-Atlas. This one is for orbital missions. Here we would go for longevity, increasing the amount of the orbits and the tasks that the astronauts will have to accomplish." Emerald said. "Of course the endgame of this requires multiple astronauts, so then we move to this." She said pulling out another drawing. "This is the Gemini-Titan. This will send two astronauts up into space and will help with practicing things like spacewalks and other extra-vehicular activities. Again, each mission will increase in length and complexity. Things like rendezvous and docking."

"What do you need those for?" Sweetie Belle asked.

Emerald's smile widened. "I want to send ponies to the moon and have them bring back samples." She said revealing the final drawing in the stack.

"This is the Saturn V. It is one of the largest vertical lift rockets of the era. It's sole purpose is to send missions to the moon. Fortunately I know exactly what caused the two accidents with the program, and will design accordingly." Emerald said.

"What happened?" Scootaloo asked.

Emerald sobered as she sat back. "Apollo I was doing what was known as a plugs out test as they approached launch day. The vehicle was on the pad and the capsule was pressurized to something like sixteen psi with pure oxygen. Due to quality control issues with the Block I Command Module there was an electrical short. The resulting fire killed all three astronauts in less than a minute. NASA, the space administration, took a step back, found the issue, tore the contractor a new one, and had them redesign the capsule. Less than two years later, they returned to flight with the Block II Command Module and Apollo VII was the first manned mission. After that, there were three other flights before the actual moon landing on Apollo XI." Emerald explained.

"And the second accident?" Applebloom asked, shaken by the thought of what happened to the crew of Apollo I.

"That one has a happier ending. On the way to the moon, there was an explosion in the Service Module of Apollo XIII. This ruptured two of their three fuel cells and was venting oxygen. Through ingenuity and grit, the crew was able to return to Earth after using the lunar lander as a lifeboat. The crew returned to the surface safely to the relief of everyone involved." Emerald explained.

"Was that the last accident?" Sweetie Belle asked.

Emerald shook her head. "Unfortunately no. About twenty years or so later, the Space Shuttle Challenger exploded just over a minute after lift off. The cause was faulty o-rings on the solid rocket boosters caused a leak of hot exhaust gases that melted the coupler at the bottom of the booster, causing it to break loose and puncture the external fuel tank. All seven aboard were killed when the crew cabin slammed into the ocean. Then, almost twenty years later, the shuttle Columbia broke up on reentry due to a compromised heat shield. The leading edge of the left wing was hit by falling insulation from the external tank during launch. It was caught but there were no alarms, and more damning, no contingency plans for if something like this happened. After nearly two years, they returned to flight with processes in place to prevent another tragedy.." Emerald explained.

"What did they do to prevent it?" Scootaloo asked.

"After that launch, every shuttle mission had to rendezvous with the International Space Station and did what is basically a backflip as the crew aboard the station filmed the Orbiter and then the footage was reviewed by teams on the ground. From then until the fleet was retired just a few years later, there was never another loss of life or ship during the shuttle program." Emerald replied.

The rest of the time that the Bearers were gone, Emerald and the Crusaders made a couple more test flights and worked on the other aircraft that Emerald was building.

All three fillies absorbed the information like a sponge, making Emerald smile. The destinies of the three weren't set in stone, but she could see good things in the future for all three.

A week later, the Bearers returned. Hugs were had all around when Emerald and the Crusaders met the group at the train station. Walking Twilight and Spike back to the library, Emerald listened to Spike recount the tale of his heroism.

"Sounds like you two did a good job out there." She said, clapping Spike on the back gently, while wrapping an arm around Twilight's shoulders and squeezing.

Later that evening, after dinner, Emerald was getting ready to head home when Twilight caught her hand.

"Emerald, could, could you stay with me tonight?" Twilight asked.

Emerald looked at Twilight and saw a haunted expression in her eyes.

"Of course." Emerald said softly.

Later that night, Emerald lay in bed with Twilight wrapped in her arms and wings. Silencing wards applied to the room kept Spike from hearing the unicorn's sobs.

Emerald merely held the other mare while she stroked her back.

Finally the sobs stopped.

"I was just so scared. I felt weak and helpless when I was trapped by Sombra." Twilight said, barely above a whisper.

"It happens to the best of us. Even me." Emerald said, still rubbing the mare's back as her other hand began running through Twilight's mane.

"Really?" Twilight asked.

Emerald nodded. "There were a couple of missions I went on where I got captured. One was due to inexperience and the other was from over confidence. The second was the worst one. Ba'al was sadistic when he tortured his prisoners. Took me almost a month to recover mentally after I was rescued. Jack, who had been captured by the same bastard, helped a lot. I learned how to deal with it in a safe way." She said.

"Does it always feel like this?" Twilight asked.

Emerald thought for a moment. "The feelings of weakness? Yes. But you survived and that means that you can get stronger and learn how to keep yourself out of the same position, or to handle it without freezing up." Emerald said gently, never stopping her ministrations.

"I want to be strong like you." Twilight whispered.

"That will take time and experience, love." Emerald replied.

"I meant physically. I know that mentally it will take time, but physically I want to, no I need, to be stronger." Twilight said, hands gripping Emerald's shirt tightly.

Emerald looked at Twilight for a moment. "You do realize what you are asking right?" She asked. "There is a good chance that the process could kill you, even with magic. Holly and I both were lucky to survive. You will spend every day of the rest of your life having to consciously watch how much strength you are putting into your actions, otherwise you could hurt yourself or others by accident." She said soberly.

Twilight pushed herself up and looked Emerald in the eye.

"I trust you. I know you won't let anything happen to me." She said firmly.

Emerald sighed. "Alright. Give me a week to get everything ready and to prep the time dilation field. You will need time to adjust once the augmentations are finished and you have recovered. In the meantime, think about this seriously. If you want to back out of it, I won't think less of you." She said.

Twilight nodded, and set her head back down on Emerald's shoulder, falling asleep quickly.


	10. Chapter 10

Emerald sighed as she looked at the letter in her hand that Spike had just delivered.

"Thanks Spike. Let Twilight and the girls know that I will be gone a couple of days. Also tell Twilight that the thing we were going to do is postponed until I get this situation handled." She said.

"Okay. I will, see you in a couple of days Emerald." Spike said before giving the mare a hug and heading back into town.

Emerald looked at the letter again. Apparently after their conversation the night before, Twilight had written to Celestia asking for advice.

'To be fair, I didn't tell her to not tell anyone, so I can't really be mad at her.' Emerald thought as she headed to her room and packed some clothes before throwing the relevant documentation, a copy of which she had given to Twilight a couple of hours ago, into the bag.

Heading out front, she quickly ensured that the building was locked down physically before touching a set of runes on the back wall, bringing up the wards that would only allow her and Holly to enter.

After one last check, Emerald gathered her Chaos magic and disappeared in a flash of green light.

She reappeared in a warded alley in Canterlot, just down the road from the Castle. She could have gone directly to the throne room, but she was still trying to be discreet and it was also incredibly rude in her opinion to do so.

Walking up the street, she quickly made it to the main gates of the Castle. Presenting the summons to the guards, she was quickly escorted by a pair of stallions to Celestia's private tea room.

Once inside, she saw both Celestia and Luna. Passively scanning their surface thoughts, she found that Celestia was incredibly annoyed with her and Luna was very curious.

"Miss Gear. Please, join us for tea." Celestia said, the order masked as a pleasant request.

Emerald did so, knowing that fighting Celestia would be counterproductive and would hurt Twilight deeply.

"So I understand that you want to, what was the word, 'augment' Twilight?" Celestia said after Emerald had made her tea.

Emerald took a moment to savour the drink, pulling on her millennia of experience dealing with situations such as this.

Namely, showing the other party you are in full control of the situation without resorting to force.

"Actually, Twilight is the one who requested I do it after her experience in the Crystal Empire. If I had known how shoddy her intel was, I would have gone with her. But that is neither here nor there. She wants to go through with this and I spent most of this morning trying to dissuade her, but her mind is set. Even after giving her the list of augmentations and the possible complications, she won't back down." Emerald stated firmly.

"What sort of complications Emerald Gear?" Luna asked, her form of address so much like Emerald's friend Teal'c it hurt her heart.

"Either crippling disfigurement or outright death. I can handle most with magic, but there is always a chance." Emerald replied to the darker sister.

"What will these augmentations do?" Celestia asked.

"She will be faster and stronger than she is now. Her physical and mental reaction times will be off the scales. Her eyesight and hearing will border on the preternatural. Her skeleton will be nearly indestructible. Combined with the armor that I will fabricate for her, she will be nearly unstoppable." Emerald replied.

"So you will only train her body." Celestia stated.

"No. I will train her mind as well. I will teach her advanced mathematics, military history from Earth, the strategies used and basic aeronautics and astronautics. By the time I am done with her, she will be even more intelligent than she is now." Emerald replied.

"So you mean to turn her into a weapon." Celestia said heatedly.

Emerald raised an eyebrow. "You already did that. All I will be doing is making her into a scalpel, rather than the cudgel that she is from your haphazard preparation. She will learn how to think things through, formulate plans on the fly and see them through." She said firmly.

"Emerald Gear, would it be possible for you to perform this procedure and this training on some of Our Night Guard? We wish to see them as a more effective force than they are now. To be able to handle all but the most dangerous threats that will require the Elements of Harmony." Luna inquired.

Emerald paused to consider, taking a drink of her tea as she did so. "I can, but keep in mind, I will need more than just the recruits if I take on more ponies. I will need doctors and cooks, as well as even more supplies." She said after some deliberation.

"What supplies do you need and how much do you require?" Luna asked.

"I would require three years worth of food for at least triple the amount of ponies that will be going. Once the augmentations are complete, their appetites will sky rocket due to the heightened metabolism." Emerald replied.

Luna and Celestia shared a look, a gamut of emotions passing over their faces as they had a silent discussion. Finally, Celestia sighed and Luna smiled victoriously.

"You will have what you require." Celestia said

Emerald nodded before turning to Luna. "How many of your Guard do you wish to send. I know you would probably like to have all of them go, but the more ponies, the higher the likelihood of something going wrong." She said.

"There are twenty that We wish to approach about this. They have shown that they are capable soldiers and have a desire to do more for our nation." Luna replied.

Emerald nodded before turning to Celestia. "Are there any of your Day Guards that you wish to go through this training?" She inquired.

Celestia was quiet for a moment. "I can only think of five that would excel in this training." She said finally.

Emerald nodded. "That will give you five SPARTAN fireteams. If they accept the offer. Get them together and I will meet with them in an hour. I am going to go back to Ponyville and get my armor." Emerald said as she stood.

Celestia and Luna nodded before Emerald disappeared in a flash of green.

The two sisters looked at each other before they stood and gathered their candidates.

An hour later, Emerald reappeared in the Castle wearing her newest incarnation of the MJOLNIR power armor before Celestia and Luna.

"The candidates are in here." Celestia said, gesturing towards a door. "I will go first and let them know you are here." She said.

"Understood." Emerald replied.

Celestia entered the room followed by Emerald. Luna was already in the room and was observing the troops inside.

Emerald looked upon the candidates. From the Day Guard, there were two unicorns, two earthers, and one pegasus. From the Night Guard, there were eight saberhorns, six nightstalkers and six thestrals.

Celestia stood before the group and spoke.

"This is Emerald Gear. Most of you may remember her from the Royal Wedding several months ago. She has an opportunity to make you more than what you are now. She wished to address you and inform you of the risks associated." She said before stepping back and letting Emerald address the group.

Moving to the position that Celestia vacated, Emerald reached up and removed her helmet, a hiss issuing out as the seals released.

"As Celestia said, my name is Emerald Gear. Yesterday, my marefriend Twilight Sparkle returned from the Crystal Empire shaken from the events that nearly cost her and her friends dearly. She asked me to help her become stronger. She asked me to make her a SPARTAN. I told her that I would if she still felt the same after thinking on it after a week. She contacted Princess Celestia asking for advice. After meeting with both Princesses, they requested that I train and augment some of the Day and Night Guards. You twenty five are their candidates." Emerald began. "I won't lie to you and say that this is an easy decision or process. It WILL be painful and there is a chance that you will not survive the procedures that will augment you. Either crippling disfigurement or death is a possibility. But if you will survive you will be better than an entire army of normal ponies. But this also has the possibility of alienating you from your fellow troops. During the training, you will come to hate me. I will not go easy on you. Your bodies will be pushed to the limits and past them. Your minds will also be trained. You will become a scalpel to be wielded against all but the most dangerous magical threats that will require the use of the Elements of Harmony. For those in the Night Guard, you will become even more feared by the enemies of the Crown than you already are. During my time fighting with the Tau'ri over ten thousand years ago, I was called 'Demon' by my foes. From most it was an insult. But from a few who had come to our side and rebelled against the false gods, it was a sign of respect. My mere presence on the battlefield could break sieges on friendly positions before I even began my attack." She finished.

"So we will be stronger than we are now?" An earther mare inquired.

"You will be stronger, faster, and smarter." Emerald said. "What is your name?"

"Corporal Meadow Song, ma'am." Meadow Song replied.

Emerald nodded. "You will become Equestria's greatest hope for peace. The training you will receive will make you far more effective than you are now." She replied.

"How so?" A thestral stallion asked. "Sergeant Shadow Wing, ma'am." He added.

"When was the last actual war the Equestria fought? Something like four or five hundred years ago right?" Emerald asked, getting nods in response. "You are currently trained for peace time. I will train you for war. You will be trained in small team tactics that would be considered dishonorable by the current leadership. You will learn how to operate behind enemy lines and conduct hit and run attacks designed to demoralize the enemy. Things like sabotage and assassinations. You will be taught to go for the officers first to cause confusion in the enemy's ranks. You will infiltrate enemy positions while they sleep and eliminate them. You will be ghosts, striking from the shadows." She finished, making the Day Guards recoil and the Night Guards smirk. They already operated from the shadows, so this would make them more effective.

Seeing the reactions of the Day Guard, Emerald frowned. "If you can't handle it, then there is the door." She said pointing to it. "Don't let it hit you on the way out."

The unicorns and the earther stallion stood and with a glance at Celestia, they exited the room.

"Celestia, once we are done here, impress upon those three that they are not to speak of this to anyone, even their mothers." Emerald said, getting a nod from the solar diarch.

"Lieutenant Highwind ma'am. Who will lead us?" The pegasus asked.

Emerald smiled. "With the blessing of the Princesses, I will take up my old rank of General and will lead the SPARTAN Corps." She said, getting nods from the pair. "Now here is something that less than a dozen ponies know. I am immortal. I have existed for over eleven thousand years and before I was brought to Terra, I fought in engagements on over a thousand different worlds. I will be introducing you to technology that is in some cases millennia beyond what currently exists. You will learn how to use it and maintain it. One of which is the facility that we will be using for training. I can only estimate the age of the facility due to not knowing the timeline of the rest of the galaxy, but it is at least ten thousand years old." She said.

"Where did you find this facility?" Luna asked.

Emerald waved her hand and a holographic globe appeared. It was centered on Canterlot, but quickly rotated to show an island just north of the northern 33rd parallel.

"This island is roughly three hundred square kilometers and is situated in a temperate zone so it has multiple seasons, even though due to my plan we will only experience the current season." Emerald explained.

"What is your plan?" Celestia asked.

"I plan to set up a time dilation field that encompasses the island and a hundred kilometers of ocean in any direction. We will experience the three years that the training will take while only about a week will pass on the outside. This will also allow us to stay off the radars of the military leadership and the nobility for as long as possible. Goddess knows they would try to say I am trying to lead a coup. It will also allow for us to focus on training and not having to worry about the weather changing on us, though there will be days where I will be having it rain or snow so you can learn to deal with adverse conditions." Emerald explained.

"Master Sergeant Midnight. Will the other Bearers be joining the training, or will it just be Miss Sparkle?" A saberhorn stallion asked.

Emerald shook her head. "No, none of them are even close to SPARTAN material. Truthfully, neither is Twilight. She has a long road to go to get up to your current level. I know that she has gotten some military training as a battlemage, but she hasn't done anything with it since she finished basic training." She said before looking each of the ponies in the eye. "I expect all of you to help her out. As SPARTANs, you will be more than just a military unit. You will be a family. You will have each others backs no matter what. If one of you fails, all of you fail. There will be times that I will be cruel in this training, even with her. She wants to be stronger, and to do that, I can't coddle her or treat her differently. Also, once the time dilation starts, you will all be equals. Your current ranks will be out the window. Platoon and squad leaders will be assigned based upon your current rank, but if I feel if someone is better suited for the role, that will change. This will be a new type of warfare that I will be training you in. I would eventually like to see the rest of the Equestrian military trained the same way you are going to be trained. It will allow Equestria to be more flexible in responding to threats." Emerald finished.

"Yes ma'am!" All of the candidates responded.

"Now, all of you are to spend the next week getting your affairs in order prior to reporting to my house in Ponyville. I will arrange transport to the training site. Once there, I will conduct a briefing on what we will be doing and assign you quarters. The medical teams and other support staff will be there the day prior and will process you and ensure that you are physically fit for training. The next morning we will start training." Emerald said before looking over the group once more. "Dismissed."

The group stood, came to attention and saluted the armored mare. Emerald returned the salute and the group left the room.

"A small group. I had hoped all of them would have stayed." Celestia said.

Emerald nodded. "So did I, but we had to give them the option. There is another reality where there were more SPARTANs, but only the I and IV series were volunteers. The II and III series were conscripted children. Indoctrinated to follow orders and have no humanity. Even I didn't have a choice, not really anyways." She said.

"How so?" Luna asked.

"I was an alien on another world. My choice was become a SPARTAN, or get tossed into a hole on a black base for the rest of my life. I chose the path that had the least chains." Emerald said, donning her helmet. "I think it worked out pretty well overall. Send the supplies to my house and I will take them to the training site." She added before teleporting out.


	11. Chapter 11

Emerald grumbled to herself as she flew towards the library.

"Celestia had better have a damn good reason for pulling this shit. The support staff are supposed to be ready to go tomorrow and I don't have time to be playing her games." She groused out loud as she touched down outside the library, finding Twilight and the girls standing outside talking to Celestia while a pair of guards removed a statue from a second transport.

"But Princess, are you sure about this? This is Discord we are talking about." Twilight said.

"Don't worry Twilight. I have every faith that you and your friends can reform him." Celestia said with a kind smile.

Emerald bristled. Twilight and the others had explained about Discord to her.

"You do realize that as soon as you break that seal, him and I are going to be at each other's throats?" Emerald said heatedly to the alicorn.

"I sincerely doubt that." Celestia said, smile still on her face.

' _Machiavellian little shit.'_ Emerald thought. Out loud, she said: "Fine, believe what you want. But whatever happens, it will be on your hands."

Celestia's smile slipped a little before she had Twilight and the others put on their Elements and release Discord from his prison.

A wave of Harmony and Chaos washed over her.

Once it cleared, Emerald saw Discord in all his twisted glory.

The chimera blinked his eyes and looked around.

"What in the..? What has my minion been doing?" He asked out loud.

"One, I am not your minion." Emerald said, glaring at Discord. "Two, I have been starting a technological revolution."

"Oh, and how is that creating chaos?" Discord asked.

Emerald smirked. "It changes the status quo. It challenges the pegasi dominance of the skies. Most of all, it makes ponies start to think, 'What if?'". She replied.

"Bah, that isn't the kind of chaos I want. And you should be bowing before me minion!" Discord shouted as he launched a psychic attack at Emerald.

Emerald grunted in pain as the attack slammed into her mental shields, which she had let down over the past few months as she had no enemies that could attack her mind.

Channeling her magic, she reinforced her shields, making them nearly impenetrable, expelling Discord's influence.

Breathing deeply as her magic healed the minor physical damage, she growled out. "Stay the hell out of my head."

"Hmm, this won't do at all. I guess I will just have to destroy you, since you aren't worth anything to me." Discord said.

Emerald merely growled and with a twitch of her hand, snapped off a wandless silent Banishing charm, knocking Discord back before charging forward.

Her fist swung forward to deliver a punishing, magic enhanced, blow when a blast of Chaos energy slammed into her chest, sending her flying back and slamming into a stand in the market.

Extricating herself from the debris, Emerald wiped some blood from her lips and smirked wickedly.

"So the whelp has teeth. Time to get serious then." She said as she looked up at Discord who had taken to hovering above the ground.

With a powerful flap of her massive wings, she shot up towards Discord, now over a hundred meters off the ground. She had almost reached him when he snapped his fingers and the sudden sensation of missing limbs registered with Emerald.

Taking a chance, she saw that her wings had indeed been stripped from her. Her momentum however would still allow her to deal a massive blow.

Turning back towards her target, her eyes widened and she barely got a shield up in time to block another powerful blast of Chaos energy.

Emerald slammed into the ground, causing the cobblestone road to crater from the force, knocking the wind out of her.

' _Damn, that actually hurt.'_ Emerald thought as she stood up and fired her own blasts of Chaos energy. Most missed, but several hit in rapid succession, causing Discord to fall from the sky.

"So that's how it's going to be then." Discord said before snapping his fingers.

Emerald paused for a moment, wondering what Discord had done, when Twilight suddenly started screaming.

Her eyes widened as she saw her marefriend drop to the ground, writhing in pain. Turning to Discord, she summon the seven Chaos Emeralds from their storage.

"That is it! Now you die!" She shouted as the Emeralds began to spin faster around her. "Chaos, CONTROL!"

There was a flash of light and Emerald was in her kitsune form, her eyes now glowing pools of emerald and sapphire, glowing with arcane power and rage.

Discord gulped at the power the other Chaos avatar was putting off before she vanished in a blur of speed. Suddenly his world turned into one of pain as Emerald struck with the force of a bomb.

Emerald didn't let up on her attacks, coming in at every conceivable angle, never settling into a pattern.

Finally, a massive hammer blow to his head sent him to the ground at just under the speed of sound, causing a massive crater to form.

As Discord cleared the stars from his vision Emerald appeared over him, booted foot in the middle of his chest. He raised his hands to snap his fingers, but Emerald grabbed his arms just below the shoulders.

"I don't think so." Emerald snarled before she _pulled_.

Discord screamed as he felt his arms ripped from his body.

Emerald then held the limbs up and channeled her magic. " _Fiendfyre_." She hissed out, the cursed hellfire immolating the limbs to nothingness before she crushed the flames from existence.

Kneeling down, she drove the claws of her right hand into Discord's chest.

"It is one thing to fight me. It is another to hurt someone I love. Now, I am going to finish you off. But first, _Chaos, SIPHON_!" Emerald finished with a shout.

Discord screamed as he felt the Chaos magic being forcibly removed from him. After a couple of moments, the pain of being drained stopped and was replaced with the feeling of pain and cold that came from bleeding out.

Emerald stood up, and with a flick of her wrist, the massive Gravity Hammer appeared in her grip, ripped from another reality.

"Now you die." She said flipping the hammer over so the bladed portion was facing down before raising the hammer above her head and slamming it down, splitting the chimera's skull in two.

Breathing heavily, Emerald powered down from her Super form and dismissed the hammer. Climbing from the crater, she stumbled over to Twilight, who had stopped screaming after Emerald had drained Discord's magic.

Pulling the still twitching mare into her arms, she began to channel healing magic into the unicorn, who began sobbing.

"It's okay love, I'm here." Emerald said as she ran her fingers through Twilight's mane.

Princess Celestia and the other Bearers stood in shock at the violence that had just occurred in front of them as the residents of Ponyville crept out of their hiding places, eyes wide at the end result of the short, but violent battle.

Emerald scooped up Twilight in her arms, and sending a glare that promised severe amounts of pain to Celestia, carried her mate to the library.

Once inside the library, Emerald carefully made her way upstairs and carefully lay Twilight down after casting a few cleaning charms and a switching spell that swapped Twilight's day clothes for her pajamas.

Emerald lay down next to Twilight and after pulling the blankets over them, wrapped her arms around the unicorn.

The pair soon dropped off into an uneasy sleep.

In space, far outside the orbit of Terra's moon, a barrier that had kept the planet out of phase from the rest of the galaxy fell apart, bringing the planet back into sync with the rest of the galaxy.

Just outside of Ponyville, on a small hill, a massive ring appeared. After a moment, a strange mechanical sound issued from it and a massive wash of energy came forth from the center before settling in a shimmering blue surface. From the ring a small machine appeared and began recording.


End file.
